Common use of Section 3 Clause in Contracts

Section 3. 22. References to the Master Servicer shall not be deemed to be references to the Primary Servicer for purposes of Section 3.22 of the Pooling and Servicing Agreement. Each provision of Section 3.22 of the Pooling and Servicing Agreement shall be enforceable against the Primary Servicer in accordance with the terms thereof to the extent applicable to a Designated Sub-Servicer or Designated Sub-Servicing Agreement. The Primary Servicer may enter into Sub-Servicing Agreements in connection with the Mortgage Loans; provided that each such Sub-Servicing Agreement and Sub-Servicer shall satisfy all requirements and conditions under Section 3.22 of the Pooling and Servicing Agreement applicable to a Sub-Servicing Agreement entered into, and Sub-Servicer retained by, the Master Servicer. Without limiting the foregoing, (i) such Sub-Servicing Agreement must be consistent with this Agreement and the Pooling and Servicing Agreement in all material respects; (ii) such Sub-Servicing Agreement must provide that if the Primary Servicer shall for any reason no longer act in such capacity hereunder, the Master Servicer or its designee or any other successor to the Master Servicer may either assume or terminate such Sub-Servicing Agreement without any termination fee; (iii) such Sub-Servicing Agreement may not be binding on the Master Servicer or successor (unless assumed as contemplated by clause (ii) above) or the Trust; (iv) the Primary Servicer shall deliver to the Master Servicer copies of all Sub-Servicing Agreements, and any amendments thereto and modifications thereof, entered into by it promptly upon its execution and delivery of such documents, (v) as part of its servicing activities hereunder, the Primary Servicer, for the benefit of the Master Servicer shall (at no expense to the Master Servicer) monitor the performance and enforce the obligations of the Sub-Servicer under such Sub-Servicing Agreement; (vi) such Sub-Servicing Agreement prohibits the Sub-Servicer from modifying any Mortgage Loan or commencing any foreclosure or similar proceedings with respect to any Mortgaged Property without the consent of the Master Servicer and, further, prohibits the Sub-Servicer from taking any action that the Primary Servicer would be prohibited from taking hereunder; (vii) the Primary Servicer shall each remain obligated and liable to the Master Servicer for the performance of its obligations and duties under this Agreement in accordance with the provisions hereof to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans and/or REO Properties for which it is responsible; (viii) the Primary Servicer shall pay the fees of any Sub-Servicer retained by it in accordance with the respective Sub-Servicing Agreement and, in any event, from its own funds (or from funds otherwise then payable to it hereunder); and (ix) such Sub-Servicing Agreement requires the Sub-Servicer to comply with any applicable Regulation AB requirements under the Pooling and Servicing Agreement. Subject to Section 3.22 of the Pooling and Servicing Agreement, the Primary Servicer may delegate certain ministerial duties hereunder (such as inspections or financial statement reviews) to contractors; provided that (a) the Primary Servicer shall remain responsible for the actions of such third-party contractors as if it were alone performing such actions and shall pay all fees and expenses of such third-party contractors; (b) such appointment imposes no additional duty on the Master Servicer; and (c) the subject contractor (if it would be a Servicing Function Participant) is not a Prohibited Party at the time of such appointment unless (in the case of this clause (c)) the appointment of such contractor has been expressly approved by the Depositor. The Primary Servicer shall not modify any Mortgage Loan or commence any foreclosure or similar proceedings with respect to any Mortgaged Property without the consent of the Master Servicer, and the Primary Servicer shall not take any action that the Master Servicer would be prohibited from taking under the Pooling and Servicing Agreement.

Section 3. 2218. References (A) For so long as the Primary Servicer is not the Special Servicer, notwithstanding anything herein to the contrary, the Primary Servicer will not permit or consent to any modification, extension, waiver, consent or other action contemplated by Section 3.18 of the Pooling and Servicing Agreement unless the Primary Servicer has confirmed with the Master Servicer shall not be deemed that the Master Servicer is either obligated to be references process or has mutually agreed with the Special Servicer to the Primary Servicer for purposes of process such transaction pursuant to Section 3.22 3.18 of the Pooling and Servicing Agreement. Each provision of Following such confirmation, the Primary Servicer will not permit or consent to any modification, extension, waiver, consent or other action contemplated by Section 3.22 3.18 of the Pooling and Servicing Agreement shall be enforceable against without the Primary Servicer in accordance with the terms thereof to the extent applicable to a Designated Sub-Servicer or Designated Sub-Servicing Agreement. The Primary Servicer may enter into Sub-Servicing Agreements in connection with the Mortgage Loans; provided that each such Sub-Servicing Agreement and Sub-Servicer shall satisfy all requirements and conditions under Section 3.22 prior written consent of the Pooling and Servicing Agreement applicable to a Sub-Servicing Agreement entered into, and Sub-Servicer retained by, the Master Servicer. Without limiting the foregoingWith respect to any such proposed action, (i) such Sub-Servicing Agreement must be consistent with this Agreement and the Pooling and Servicing Agreement in all material respects; (ii) such Sub-Servicing Agreement must provide that if the Primary Servicer shall for any reason no longer act in such capacity hereunder, the Master Servicer or its designee or any other successor perform and forward to the Master Servicer may either assume any analysis, recommendation or terminate such Sub-Servicing Agreement without any termination fee; (iii) such Sub-Servicing Agreement may not other information required to be binding on prepared and/or delivered by the Master Servicer or successor (unless assumed as contemplated by clause (ii) above) or the Trust; (iv) the Primary Servicer shall deliver to the Master Servicer copies under Section 3.18 of all Sub-Servicing Agreements, and any amendments thereto and modifications thereof, entered into by it promptly upon its execution and delivery of such documents, (v) as part of its servicing activities hereunder, the Primary Servicer, for the benefit of the Master Servicer shall (at no expense to the Master Servicer) monitor the performance and enforce the obligations of the Sub-Servicer under such Sub-Servicing Agreement; (vi) such Sub-Servicing Agreement prohibits the Sub-Servicer from modifying any Mortgage Loan or commencing any foreclosure or similar proceedings with respect to any Mortgaged Property without the consent of the Master Servicer and, further, prohibits the Sub-Servicer from taking any action that the Primary Servicer would be prohibited from taking hereunder; (vii) the Primary Servicer shall each remain obligated and liable to the Master Servicer for the performance of its obligations and duties under this Agreement in accordance with the provisions hereof to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans and/or REO Properties for which it is responsible; (viii) the Primary Servicer shall pay the fees of any Sub-Servicer retained by it in accordance with the respective Sub-Servicing Agreement and, in any event, from its own funds (or from funds otherwise then payable to it hereunder); and (ix) such Sub-Servicing Agreement requires the Sub-Servicer to comply with any applicable Regulation AB requirements under the Pooling and Servicing Agreement. Subject The Master Servicer, not the Primary Servicer, will deal directly with the Special Servicer, other parties to Section 3.22 of the Pooling and Servicing Agreement and any Directing Certificateholder in connection with obtaining any necessary approval or consent from the respective party; however, when processing loan-related events delegated to it through this Agreement, the Primary Servicer may delegate certain ministerial duties hereunder (such consult with the Special Servicer as inspections or financial statement reviews) to contractors; needed, provided that (a) it copies the Master Servicer on all related correspondence to the Special Servicer and includes a representative of the Master Servicer on all related calls with the Special Servicer and otherwise keeps the Master Servicer fully informed as to the results of such consultations. When forwarding a request for the approval of any lease or renewal or extension thereof, the Primary Servicer shall remain responsible for forward to the actions Master Servicer the information concerning such lease required by, and in the form of, Exhibit I attached hereto. The Primary Servicer will not permit any Principal Prepayment or defeasance with respect to any Mortgage Loan or Serviced Companion Loan without the written consent of such third-party contractors as if it were alone performing such actions and shall pay all fees and expenses of such third-party contractors; (b) such appointment imposes no additional duty on the Master Servicer; and (c) the subject contractor (if it would be a Servicing Function Participant) is not a Prohibited Party at the time of such appointment unless (in the case of this clause (c)) the appointment of such contractor has been expressly approved by the Depositor. The Primary Servicer shall not modify any Mortgage Loan or commence any foreclosure or similar proceedings with respect promptly forward all requests for Principal Prepayments to any Mortgaged Property without the consent of the Master Servicer, and along with a payoff statement (with respect to each Principal Prepayment request) setting forth the amount of the necessary Principal Prepayment calculated by the Primary Servicer shall not take any action that the Master Servicer would be prohibited from taking under the Pooling and Servicing AgreementServicer.

Section 3. 2220. References to the Master Servicer shall not be deemed to be references to the Primary Servicer for purposes of Section 3.22 3.20 of the Pooling and Servicing Agreement. Each provision of Section 3.22 3.20 of the Pooling and Servicing Agreement shall be enforceable against the Primary Servicer in accordance with the terms thereof to the extent applicable to a Designated Sub-Servicer or Designated Sub-Servicing Agreementthereof. The Primary Servicer may not enter into Sub-Servicing Agreements in connection with the Mortgage Loans or the Serviced Companion Loans; provided that each such Sub-Servicing Agreement and Sub-Servicer shall satisfy all requirements and conditions under Section 3.22 of the Pooling and Servicing Agreement applicable to a Sub-Servicing Agreement entered into, and Sub-Servicer retained by, the Master Servicer. Without limiting the foregoing, (i) such Sub-Servicing Agreement must be consistent with this Agreement and the Pooling and Servicing Agreement in all material respects; (ii) such Sub-Servicing Agreement must provide that if but the Primary Servicer shall for any reason no longer act in may delegate its duties to agents or Subcontractors so long as the related agreements or arrangements with such capacity hereunder, the Master Servicer agents or its designee or any other successor to the Master Servicer may either assume or terminate such Sub-Servicing Agreement without any termination fee; (iii) such Sub-Servicing Agreement may not be binding on the Master Servicer or successor (unless assumed as contemplated by clause (ii) above) or the Trust; (iv) the Primary Servicer shall deliver to the Master Servicer copies of all Sub-Servicing Agreements, and any amendments thereto and modifications thereof, entered into by it promptly upon its execution and delivery of such documents, (v) as part of its servicing activities hereunder, the Primary Servicer, for the benefit of the Master Servicer shall (at no expense to the Master Servicer) monitor the performance and enforce the obligations of the Sub-Servicer under such Sub-Servicing Agreement; (vi) such Sub-Servicing Agreement prohibits the Sub-Servicer from modifying any Mortgage Loan or commencing any foreclosure or similar proceedings with respect to any Mortgaged Property without the consent of the Master Servicer and, further, prohibits the Sub-Servicer from taking any action that the Primary Servicer would be prohibited from taking hereunder; (vii) the Primary Servicer shall each remain obligated and liable to the Master Servicer for the performance of its obligations and duties under this Agreement in accordance Subcontractors are consistent with the provisions hereof to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans and/or REO Properties for which it is responsible; (viii) the Primary Servicer shall pay the fees of any Sub-Servicer retained by it in accordance with the respective Sub-Servicing Agreement and, in any event, from its own funds (or from funds otherwise then payable to it hereunder); and (ix) such Sub-Servicing Agreement requires the Sub-Servicer to comply with any applicable Regulation AB requirements under Section 3.20 of the Pooling and Servicing Agreement. Subject to Section 3.22 of the Pooling and Servicing Agreement, the Primary Servicer may delegate certain ministerial duties hereunder (such as inspections or financial statement reviews) to contractors; provided that (a) the Primary Servicer shall remain responsible for the actions of such third-party contractors as if it were alone performing such actions and shall pay all fees and expenses of such third-party contractors; (b) such appointment imposes no additional duty on the Master Servicer; and (c) the subject contractor (if it would be a Servicing Function Participant) is not a Prohibited Party at the time of such appointment unless (in the case of this clause (c)) the appointment of such contractor has been expressly approved by the Depositor. The Primary Servicer shall not modify any Mortgage Loan or commence any foreclosure or similar proceedings with respect to any Mortgaged Property without the consent of the Master Servicer, and the Primary Servicer shall not take any action that the Master Servicer would be prohibited from taking under the Pooling and Servicing Agreement. The Primary Servicer may not foreclose any Mortgage or, except as permitted by Section 3.01(c)(14) or (24) of this Agreement, grant any modification, extension, waiver or amendment to any Mortgage Loan or Serviced Companion Loan. This Agreement will be assumed by the Trustee if the Trustee has assumed the duties of the Master Servicer or by a successor Master Servicer without cost or obligation to the assuming party or the Trust Fund, upon the assumption by such party of the obligations of the Master Servicer pursuant to Section 7.02 of the Pooling and Servicing Agreement. In the event the Trustee or any other Person becomes successor master servicer, the Trustee or such successor master servicer shall have the right to terminate this Agreement with or without cause and without a fee. Notwithstanding the foregoing or any other contrary provision in the Pooling and Servicing Agreement, the Trustee and any successor master servicer shall assume this Agreement and (i) the Primary Servicer’s rights and obligations under this Agreement shall expressly survive a termination of the Master Servicer’s servicing rights under the Pooling and Servicing Agreement; provided that this Agreement has not been terminated in accordance with its provisions; (ii) any successor master servicer, including, without limitation, the Trustee (if it assumes the servicing obligations of the Master Servicer) shall be deemed to automatically assume and agree to the this Agreement without further action upon becoming the successor master servicer and (iii) the Pooling and Servicing Agreement may not be modified in any manner which would increase the obligations or limit the rights of the Primary Servicer hereunder and/or under this Agreement, without the prior written consent of the Primary Servicer (which consent shall not be unreasonably withheld).

Section 3. 2220. References to the Master Servicer shall not be deemed to be references to the Primary Servicer for purposes of Section 3.22 3.20 of the Pooling and Servicing Agreement. Each provision of Section 3.22 3.20 of the Pooling and Servicing Agreement shall be enforceable against the Primary Servicer in accordance with the terms thereof to the extent applicable to a Designated Sub-Servicer or Designated Sub-Servicing Agreementthereof. The Primary Servicer may not enter into Sub-Servicing Agreements in connection with the Mortgage Loans or the Serviced Companion Loans; provided that each such Sub-Servicing Agreement and Sub-Servicer shall satisfy all requirements and conditions under Section 3.22 of the Pooling and Servicing Agreement applicable to a Sub-Servicing Agreement entered into, and Sub-Servicer retained by, the Master Servicer. Without limiting the foregoing, (i) such Sub-Servicing Agreement must be consistent with this Agreement and the Pooling and Servicing Agreement in all material respects; (ii) such Sub-Servicing Agreement must provide that if but the Primary Servicer shall for any reason no longer act in may delegate its duties to agents or Subcontractors so long as the related agreements or arrangements with such capacity hereunder, the Master Servicer agents or its designee or any other successor to the Master Servicer may either assume or terminate such Sub-Servicing Agreement without any termination fee; (iii) such Sub-Servicing Agreement may not be binding on the Master Servicer or successor (unless assumed as contemplated by clause (ii) above) or the Trust; (iv) the Primary Servicer shall deliver to the Master Servicer copies of all Sub-Servicing Agreements, and any amendments thereto and modifications thereof, entered into by it promptly upon its execution and delivery of such documents, (v) as part of its servicing activities hereunder, the Primary Servicer, for the benefit of the Master Servicer shall (at no expense to the Master Servicer) monitor the performance and enforce the obligations of the Sub-Servicer under such Sub-Servicing Agreement; (vi) such Sub-Servicing Agreement prohibits the Sub-Servicer from modifying any Mortgage Loan or commencing any foreclosure or similar proceedings with respect to any Mortgaged Property without the consent of the Master Servicer and, further, prohibits the Sub-Servicer from taking any action that the Primary Servicer would be prohibited from taking hereunder; (vii) the Primary Servicer shall each remain obligated and liable to the Master Servicer for the performance of its obligations and duties under this Agreement in accordance Subcontractors are consistent with the provisions hereof to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans and/or REO Properties for which it is responsible; (viii) the Primary Servicer shall pay the fees of any Sub-Servicer retained by it in accordance with the respective Sub-Servicing Agreement and, in any event, from its own funds (or from funds otherwise then payable to it hereunder); and (ix) such Sub-Servicing Agreement requires the Sub-Servicer to comply with any applicable Regulation AB requirements under Section 3.20 of the Pooling and Servicing Agreement. Subject to Section 3.22 of the Pooling and Servicing Agreement, the Primary Servicer may delegate certain ministerial duties hereunder (such as inspections or financial statement reviews) to contractors; provided that (a) the Primary Servicer shall remain responsible for the actions of such third-party contractors as if it were alone performing such actions and shall pay all fees and expenses of such third-party contractors; (b) such appointment imposes no additional duty on the Master Servicer; and (c) the subject contractor (if it would be a Servicing Function Participant) is not a Prohibited Party at the time of such appointment unless (in the case of this clause (c)) the appointment of such contractor has been expressly approved by the Depositor. The Primary Servicer shall not modify any Mortgage Loan or commence any foreclosure or similar proceedings with respect to any Mortgaged Property without the consent of the Master Servicer, and the Primary Servicer shall not take any action that the Master Servicer would be prohibited from taking under the Pooling and Servicing Agreement. The Primary Servicer may not foreclose any Mortgage or, except as permitted by Section 3.01(c)(14) or (24) of this Agreement, grant any modification, extension, waiver or amendment to any Mortgage Loan or Serviced Companion Loans. This Agreement will be assumed by the Trustee if the Trustee has assumed the duties of the Master Servicer or by a successor Master Servicer without cost or obligation to the assuming party or the Trust Fund, upon the assumption by such party of the obligations of the Master Servicer pursuant to Section 7.02 of the Pooling and Servicing Agreement. In the event the Trustee or any other Person becomes successor master servicer, the Trustee or such successor master servicer shall have the right to terminate this Agreement with or without cause and without a fee. Notwithstanding the foregoing or any other contrary provision in the Pooling and Servicing Agreement, the Trustee and any successor master servicer shall assume this Agreement and (i) the Primary Servicer’s rights and obligations under this Agreement shall expressly survive a termination of the Master Servicer’s servicing rights under the Pooling and Servicing Agreement; provided that this Agreement has not been terminated in accordance with its provisions; (ii) any successor master servicer, including, without limitation, the Trustee (if it assumes the servicing obligations of the Master Servicer) shall be deemed to automatically assume and agree to the this Agreement without further action upon becoming the successor master servicer and (iii) the Pooling and Servicing Agreement may not be modified in any manner which would increase the obligations or limit the rights of the Primary Servicer hereunder and/or under this Agreement, without the prior written consent of the Primary Servicer (which consent shall not be unreasonably withheld).

Section 3. 2218. References The Sub-Servicer will not permit or consent to any modification, amendment, extension, waiver, consent, defeasance or other action contemplated by Section 3.18 of the Pooling and Servicing Agreement without the prior written consent of the Master Servicer. Upon receiving a request for any matter described in Section 3.18 of the Pooling and Servicing Agreement that constitutes a Major Decision or Special Servicer Decision, the Sub-Servicer shall forward such request to the Master Servicer, and the Special Servicer shall process such request (including, without limitation, interfacing with the Mortgagor) and except as provided in the next sentence, the Sub-Servicer shall have no further obligation with respect to such request. With respect to such request, the Sub-Servicer shall deliver to the Master Servicer shall not be deemed any additional information in the Sub-Servicer’s possession requested by the Master Servicer to be references to the Primary Servicer for purposes of Section 3.22 fulfill its obligations under Sections 3.18 of the Pooling and Servicing Agreement. Each provision of With respect to any modification, amendment, extension, waiver, consent, defeasance or other action contemplated by Section 3.22 3.18 of the Pooling and Servicing Agreement shall be enforceable against (if such modification, amendment, extension, waiver, consent, defeasance or other action is not a Major Decision or Special Servicer Decision), the Primary Servicer in accordance with the terms thereof to the extent applicable to a Designated Sub-Servicer shall perform and forward to the Master Servicer any analysis, recommendation or Designated Sub-other information required to be prepared and/or delivered by the Master Servicer under Section 3.18 of the Pooling and Servicing Agreement. The Primary Servicer may enter into Master Servicer, not the Sub-Servicing Agreements Servicer, will deal directly with the Special Servicer, the Directing Certificateholder and/or the Rating Agencies in connection with obtaining any necessary approval or consent from the Mortgage Loans; provided that each such Sub-Servicing Agreement and respective party. If the Sub-Servicer shall satisfy all requirements and conditions under process any such modification, amendment, extension, waiver, consent, defeasance or other action contemplated by Section 3.22 3.18 of the Pooling and Servicing Agreement applicable (if such modification, amendment, extension, waiver, consent, defeasance or other action is not a Major Decision) and the Master Servicer consents to a Sub-Servicing Agreement entered intosuch transaction, and the Sub-Servicer retained byshall document and close such transaction. When forwarding a request for the approval of any lease or renewal or extension thereof, the Master Servicer. Without limiting the foregoing, (i) such Sub-Servicing Agreement must be consistent with this Agreement and the Pooling and Servicing Agreement in all material respects; (ii) such Sub-Servicing Agreement must provide that if the Primary Servicer shall for any reason no longer act in such capacity hereunder, the Master Servicer or its designee or any other successor forward to the Master Servicer may either assume or terminate the information concerning such Sub-Servicing Agreement without any termination fee; (iii) such Sub-Servicing Agreement may not be binding on the Master Servicer or successor (unless assumed as contemplated by clause (ii) above) or the Trust; (iv) the Primary Servicer shall deliver to the Master Servicer copies of all Sub-Servicing Agreementslease required by, and any amendments thereto and modifications thereofin the form of, entered into by it promptly upon its execution and delivery of such documents, (v) as part of its servicing activities hereunder, the Primary Servicer, for the benefit of the Master Servicer shall (at no expense to the Master Servicer) monitor the performance and enforce the obligations of the Exhibit I attached hereto. The Sub-Servicer under such Sub-Servicing Agreement; (vi) such Sub-Servicing Agreement prohibits the Sub-Servicer from modifying will not permit any Principal Prepayment with respect to any Mortgage Loan or commencing any foreclosure or similar proceedings with respect to any Mortgaged Property Serviced Companion Loan without the consent of the Master Servicer and, further, prohibits the Sub-Servicer from taking any action that the Primary Servicer would be prohibited from taking hereunder; (vii) the Primary Servicer shall each remain obligated and liable to the Master Servicer for the performance of its obligations and duties under this Agreement in accordance with the provisions hereof to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans and/or REO Properties for which it is responsible; (viii) the Primary Servicer shall pay the fees of any Sub-Servicer retained by it in accordance with the respective Sub-Servicing Agreement and, in any event, from its own funds (or from funds otherwise then payable to it hereunder); and (ix) such Sub-Servicing Agreement requires the Sub-Servicer to comply with any applicable Regulation AB requirements under the Pooling and Servicing Agreement. Subject to Section 3.22 of the Pooling and Servicing Agreement, the Primary Servicer may delegate certain ministerial duties hereunder (such as inspections or financial statement reviews) to contractors; provided that (a) the Primary Servicer shall remain responsible for the actions of such third-party contractors as if it were alone performing such actions and shall pay all fees and expenses of such third-party contractors; (b) such appointment imposes no additional duty on the Master Servicer; and (c) the subject contractor (if it would be a Servicing Function Participant) is not a Prohibited Party at the time of such appointment unless (in the case of this clause (c)) the appointment of such contractor has been expressly approved by the Depositor. The Primary Servicer shall not modify any Mortgage Loan or commence any foreclosure or similar proceedings with respect to any Mortgaged Property without the written consent of the Master Servicer, and the Primary . The Sub-Servicer shall not take any action that promptly forward all requests for Principal Prepayments to the Master Servicer, along with a payoff statement (with respect to each Principal Prepayment request) setting forth the amount of the necessary Principal Prepayment calculated by the Sub-Servicer. If the Sub-Servicer obtains actual knowledge of the incurrence of additional debt or mezzanine debt by a Mortgagor, the Sub-Servicer shall promptly, but in no event later than two (2) business days, deliver notice to the Master Servicer would be prohibited from taking under of such Mortgagor’s incurrence of such debt in the form of Exhibit KK to the Pooling and Servicing Agreement.

Section 3. 2220. References to the Master Servicer shall not be deemed to be references to the Primary Servicer for purposes of Section 3.22 3.20 of the Pooling and Servicing Agreement. Each provision of Section 3.22 3.20 of the Pooling and Servicing Agreement shall be enforceable against the Primary Servicer in accordance with the terms thereof to the extent applicable to a Designated Sub-Servicer or Designated Sub-Servicing Agreementthereof. The Primary Servicer may not enter into Sub-Servicing Agreements in connection with the Mortgage Loans; provided that each such Sub-Servicing Agreement and Sub-Servicer shall satisfy all requirements and conditions under Section 3.22 of Loans or the Pooling and Servicing Agreement applicable to a Sub-Servicing Agreement entered intoServiced Companion Loan, and Sub-Servicer retained by, the Master Servicer. Without limiting the foregoing, (i) such Sub-Servicing Agreement must be consistent with this Agreement and the Pooling and Servicing Agreement in all material respects; (ii) such Sub-Servicing Agreement must provide that if but the Primary Servicer shall for any reason no longer act in may delegate its duties to agents or Subcontractors so long as the related agreements or arrangements with such capacity hereunder, the Master Servicer agents or its designee or any other successor to the Master Servicer may either assume or terminate such Sub-Servicing Agreement without any termination fee; (iii) such Sub-Servicing Agreement may not be binding on the Master Servicer or successor (unless assumed as contemplated by clause (ii) above) or the Trust; (iv) the Primary Servicer shall deliver to the Master Servicer copies of all Sub-Servicing Agreements, and any amendments thereto and modifications thereof, entered into by it promptly upon its execution and delivery of such documents, (v) as part of its servicing activities hereunder, the Primary Servicer, for the benefit of the Master Servicer shall (at no expense to the Master Servicer) monitor the performance and enforce the obligations of the Sub-Servicer under such Sub-Servicing Agreement; (vi) such Sub-Servicing Agreement prohibits the Sub-Servicer from modifying any Mortgage Loan or commencing any foreclosure or similar proceedings with respect to any Mortgaged Property without the consent of the Master Servicer and, further, prohibits the Sub-Servicer from taking any action that the Primary Servicer would be prohibited from taking hereunder; (vii) the Primary Servicer shall each remain obligated and liable to the Master Servicer for the performance of its obligations and duties under this Agreement in accordance Subcontractors are consistent with the provisions hereof to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans and/or REO Properties for which it is responsible; (viii) the Primary Servicer shall pay the fees of any Sub-Servicer retained by it in accordance with the respective Sub-Servicing Agreement and, in any event, from its own funds (or from funds otherwise then payable to it hereunder); and (ix) such Sub-Servicing Agreement requires the Sub-Servicer to comply with any applicable Regulation AB requirements under Section 3.20 of the Pooling and Servicing Agreement. Subject to Section 3.22 of the Pooling and Servicing Agreement, the Primary Servicer may delegate certain ministerial duties hereunder (such as inspections or financial statement reviews) to contractors; provided that (a) the Primary Servicer shall remain responsible for the actions of such third-party contractors as if it were alone performing such actions and shall pay all fees and expenses of such third-party contractors; (b) such appointment imposes no additional duty on the Master Servicer; and (c) the subject contractor (if it would be a Servicing Function Participant) is not a Prohibited Party at the time of such appointment unless (in the case of this clause (c)) the appointment of such contractor has been expressly approved by the Depositor. The Primary Servicer shall not modify any Mortgage Loan or commence any foreclosure or similar proceedings with respect to any Mortgaged Property without the consent of the Master Servicer, and the Primary Servicer shall not take any action that the Master Servicer would be prohibited from taking under the Pooling and Servicing Agreement. The Primary Servicer may not foreclose any Mortgage or, except as permitted by Section 3.01(c)(14) or (24) of this Agreement, grant any modification, extension, waiver or amendment to any Mortgage Loan or Serviced Companion Loan. This Agreement will be assumed by the Trustee if the Trustee has assumed the duties of the Master Servicer or by a successor Master Servicer without cost or obligation to the assuming party or the Trust Fund, upon the assumption by such party of the obligations of the Master Servicer pursuant to Section 7.02 of the Pooling and Servicing Agreement. In the event the Trustee or any other Person becomes successor master servicer, the Trustee or such successor master servicer shall have the right to terminate this Agreement with or without cause and without a fee. Notwithstanding the foregoing or any other contrary provision in the Pooling and Servicing Agreement, the Trustee and any successor master servicer shall assume this Agreement and (i) the Primary Servicer’s rights and obligations under this Agreement shall expressly survive a termination of the Master Servicer’s servicing rights under the Pooling and Servicing Agreement; provided that this Agreement has not been terminated in accordance with its provisions; (ii) any successor master servicer, including, without limitation, the Trustee (if it assumes the servicing obligations of the Master Servicer) shall be deemed to automatically assume and agree to the this Agreement without further action upon becoming the successor master servicer and (iii) the Pooling and Servicing Agreement may not be modified in any manner which would increase the obligations or limit the rights of the Primary Servicer hereunder and/or under this Agreement, without the prior written consent of the Primary Servicer (which consent shall not be unreasonably withheld).

Section 3. 2220. References to the Master Servicer shall not be deemed to be references to the Primary Servicer for purposes of Section 3.22 3.20 of the Pooling and Servicing Agreement. Each provision of Section 3.22 3.20 of the Pooling and Servicing Agreement shall be enforceable against the Primary Servicer in accordance with the terms thereof to the extent applicable to a Designated Sub-Servicer or Designated Sub-Servicing Agreementthereof. The Primary Servicer may not enter into Sub-Servicing Agreements in connection with the Mortgage Loans; provided that each such Sub-Servicing Agreement and Sub-Servicer shall satisfy all requirements and conditions under Section 3.22 of the Pooling and Servicing Agreement applicable to a Sub-Servicing Agreement entered into, and Sub-Servicer retained by, the Master Servicer. Without limiting the foregoing, (i) such Sub-Servicing Agreement must be consistent with this Agreement and the Pooling and Servicing Agreement in all material respects; (ii) such Sub-Servicing Agreement must provide that if but the Primary Servicer shall for any reason no longer act in may delegate its duties to agents or Subcontractors so long as the related agreements or arrangements with such capacity hereunder, the Master Servicer agents or its designee or any other successor to the Master Servicer may either assume or terminate such Sub-Servicing Agreement without any termination fee; (iii) such Sub-Servicing Agreement may not be binding on the Master Servicer or successor (unless assumed as contemplated by clause (ii) above) or the Trust; (iv) the Primary Servicer shall deliver to the Master Servicer copies of all Sub-Servicing Agreements, and any amendments thereto and modifications thereof, entered into by it promptly upon its execution and delivery of such documents, (v) as part of its servicing activities hereunder, the Primary Servicer, for the benefit of the Master Servicer shall (at no expense to the Master Servicer) monitor the performance and enforce the obligations of the Sub-Servicer under such Sub-Servicing Agreement; (vi) such Sub-Servicing Agreement prohibits the Sub-Servicer from modifying any Mortgage Loan or commencing any foreclosure or similar proceedings with respect to any Mortgaged Property without the consent of the Master Servicer and, further, prohibits the Sub-Servicer from taking any action that the Primary Servicer would be prohibited from taking hereunder; (vii) the Primary Servicer shall each remain obligated and liable to the Master Servicer for the performance of its obligations and duties under this Agreement in accordance Subcontractors are consistent with the provisions hereof to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans and/or REO Properties for which it is responsible; (viii) the Primary Servicer shall pay the fees of any Sub-Servicer retained by it in accordance with the respective Sub-Servicing Agreement and, in any event, from its own funds (or from funds otherwise then payable to it hereunder); and (ix) such Sub-Servicing Agreement requires the Sub-Servicer to comply with any applicable Regulation AB requirements under Section 3.20 of the Pooling and Servicing Agreement. Subject to Section 3.22 of the Pooling and Servicing Agreement, the Primary Servicer may delegate certain ministerial duties hereunder (such as inspections or financial statement reviews) to contractors; provided that (a) the Primary Servicer shall remain responsible for the actions of such third-party contractors as if it were alone performing such actions and shall pay all fees and expenses of such third-party contractors; (b) such appointment imposes no additional duty on the Master Servicer; and (c) the subject contractor (if it would be a Servicing Function Participant) is not a Prohibited Party at the time of such appointment unless (in the case of this clause (c)) the appointment of such contractor has been expressly approved by the Depositor. The Primary Servicer shall not modify any Mortgage Loan or commence any foreclosure or similar proceedings with respect to any Mortgaged Property without the consent of the Master Servicer, and the Primary Servicer shall not take any action that the Master Servicer would be prohibited from taking under the Pooling and Servicing Agreement. The Primary Servicer may not foreclose any Mortgage or, except as permitted by Section 3.01(c)(14) or (24) of this Agreement, grant any modification, extension, waiver or amendment to any Mortgage Loan. This Agreement will be assumed by the Trustee if the Trustee has assumed the duties of the Master Servicer or by a successor Master Servicer without cost or obligation to the assuming party or the Trust Fund, upon the assumption by such party of the obligations of the Master Servicer pursuant to Section 7.02 of the Pooling and Servicing Agreement. In the event the Trustee or any other Person becomes successor master servicer, the Trustee or such successor master servicer shall have the right to terminate this Agreement with or without cause and without a fee. Notwithstanding the foregoing or any other contrary provision in the Pooling and Servicing Agreement, the Trustee and any successor master servicer shall assume this Agreement and (i) the Primary Servicer’s rights and obligations under this Agreement shall expressly survive a termination of the Master Servicer’s servicing rights under the Pooling and Servicing Agreement; provided that this Agreement has not been terminated in accordance with its provisions; (ii) any successor master servicer, including, without limitation, the Trustee (if it assumes the servicing obligations of the Master Servicer) shall be deemed to automatically assume and agree to the this Agreement without further action upon becoming the successor master servicer and (iii) the Pooling and Servicing Agreement may not be modified in any manner which would increase the obligations or limit the rights of the Primary Servicer hereunder and/or under this Agreement, without the prior written consent of the Primary Servicer (which consent shall not be unreasonably withheld).

Section 3. 2220. References Except for Minor Modifications on Mortgage Loans that are not Top 10 Loans, the Primary Servicer will not permit or consent to any modification, extension, waiver, consent or other action contemplated by Section 3.20 of the Pooling and Servicing Agreement without the prior written consent of the Master Servicer. Upon receiving a request for any matter described in Section 3.20(a) of the Pooling and Servicing Agreement that constitutes a Special Servicer Decision or a Material Action (without regard to the proviso in the definition of “Special Servicer Decision” or “Material Action”, as applicable), the Primary Servicer shall forward such request to the Master Servicer shall not be deemed (to be references to processed by the Master Servicer or the Special Servicer as contemplated by Section 3.20(a) of the Pooling and Servicing Agreement) and the Primary Servicer for purposes shall have no further obligation with respect to such request or such Special Servicer Decision or Material Action. With respect to any modification, extension, waiver, consent or other action contemplated by Section 3.20 of the Pooling and Servicing Agreement (other than a Special Servicer Decision or a Material Action), the Primary Servicer shall perform and forward to the Master Servicer any analysis, recommendation or other information required to be prepared and/or delivered by the Master Servicer under Section 3.22 3.20 of the Pooling and Servicing Agreement. Each provision The Master Servicer, not the Primary Servicer, will deal directly with the Special Servicer and/or the Rating Agencies in connection with obtaining any necessary approval or consent from the Special Servicer and/or the Rating Agencies. If the Master Servicer consents to any such modification, extension, waiver, consent or other action (other than a Special Servicer Decision or a Material Action), the Primary Servicer shall close such transaction. When forwarding a request for the approval of any lease or renewal or extension thereof, the Primary Servicer shall forward to the Master Servicer the information concerning such lease required by, and in the form of, Exhibit I attached hereto; provided, however, that no such write up or Exhibit I shall be required with respect to any Special Servicer Decision. The Primary Servicer may make any Minor Modification on a Mortgage Loan that is not a Top 10 Loan without the prior written consent of the Master Servicer; provided that such Minor Modification is done in accordance with the standards and restrictions applicable to the Master Servicer under the Pooling and Servicing Agreement; provided, further, that, promptly following the closing or conclusion of such Minor Modification, the Primary Servicer shall notify the Master Servicer and provide copies of all related documentation. With respect to Section 3.22 3.20(h) of the Pooling and Servicing Agreement shall be enforceable against and the Mortgage Loans serviced hereunder, the Primary Servicer in accordance with shall inform the terms thereof lessor that any notices of default under the related Ground Lease or Space Lease should thereafter be forwarded to the extent applicable Master Servicer in addition to a Designated Sub-Servicer or Designated Sub-Servicing Agreementthe Primary Servicer. The Primary Servicer may enter into Sub-Servicing Agreements in connection will not permit any Principal Prepayment with respect to any Mortgage Loan without the Mortgage Loans; provided that each such Sub-Servicing Agreement and Sub-written consent of the Master Servicer. The Primary Servicer shall satisfy promptly forward all requirements and conditions under requests for Principal Prepayments to the Master Servicer, along with a payoff statement setting forth the amount of the necessary Principal Prepayment calculated by the Primary Servicer. Section 3.22 3.20(g) of the Pooling and Servicing Agreement applicable to a Sub-Servicing Agreement entered into, and Sub-Servicer retained by, the Master Servicer. Without limiting the foregoing, (i) such Sub-Servicing Agreement must be consistent with this Agreement and the Pooling and Servicing Agreement in all material respects; (ii) such Sub-Servicing Agreement must provide that if the Primary Servicer shall for any reason no longer act in such capacity hereunder, the Master Servicer or its designee or any other successor to the Master Servicer may either assume or terminate such Sub-Servicing Agreement without any termination fee; (iii) such Sub-Servicing Agreement may not be binding on the Master Servicer or successor (unless assumed as contemplated by clause (ii) above) or the Trust; (iv) the Primary Servicer shall deliver to the Master Servicer copies of all Sub-Servicing Agreements, and any amendments thereto and modifications thereof, entered into by it promptly upon its execution and delivery of such documents, (v) as part of its servicing activities hereunder, the Primary Servicer, for the benefit of the Master Servicer shall (at no expense to the Master Servicer) monitor the performance and enforce the obligations of the Sub-Servicer under such Sub-Servicing Agreement; (vi) such Sub-Servicing Agreement prohibits the Sub-Servicer from modifying any Mortgage Loan or commencing any foreclosure or similar proceedings with respect to any Mortgaged Property without the consent of the Master Servicer and, further, prohibits the Sub-Servicer from taking any action that the Primary Servicer would be prohibited from taking hereunder; (vii) the Primary Servicer shall each remain obligated and liable to the Master Servicer for the performance of its obligations and duties under this Agreement in accordance with the provisions hereof to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans and/or REO Properties for which it is responsible; (viii) the Primary Servicer shall pay the fees of any Sub-Servicer retained by it in accordance with the respective Sub-Servicing Agreement and, in any event, from its own funds (or from funds otherwise then payable to it hereunder); and (ix) such Sub-Servicing Agreement requires the Sub-Servicer to comply with any applicable Regulation AB requirements under the Pooling and Servicing Agreement. Subject to Section 3.22 of the Pooling and Servicing Agreement, the Primary Servicer may delegate certain ministerial duties hereunder (such as inspections or financial statement reviews) to contractors; provided that (a) the Primary Servicer shall remain responsible for the actions of such third-party contractors as if it were alone performing such actions and shall pay all fees and expenses of such third-party contractors; (b) such appointment imposes no additional duty on the Master Servicer; and (c) the subject contractor (if it would be a Servicing Function Participant) is not a Prohibited Party at the time of such appointment unless (in the case of this clause (c)) the appointment of such contractor has been expressly approved by the Depositor. The Primary Servicer shall not modify any Mortgage Loan or commence any foreclosure or similar proceedings with respect to any Mortgaged Property without the consent of the Master Servicer, and the Primary Servicer shall not take any action that the Master Servicer would be prohibited from taking under the Pooling and Servicing Agreementincorporated herein.

Section 3. 2206(a) is not incorporated herein. References The Primary Servicer may, from time to time, make withdrawals from the Primary Servicer Collection Account for any of the following purposes (the order set forth below not constituting an order of priority for such withdrawals): (i) to remit to the Master Servicer shall not be deemed for deposit in the Collection Account the amounts required to be references so deposited pursuant to the Primary Servicer for purposes first sentence of Section 3.22 of the Pooling and Servicing Agreement. Each provision of Section 3.22 3.05(c) of the Pooling and Servicing Agreement shall be enforceable against the Primary Servicer in accordance with the terms thereof to the extent applicable to a Designated Sub-Servicer or Designated Sub-Servicing and Section 3.01(c)(11) of this Agreement. The Primary Servicer may enter into Sub-Servicing Agreements in connection with the Mortgage Loans; provided that each such Sub-Servicing Agreement and Sub-Servicer shall satisfy all requirements and conditions under Section 3.22 of the Pooling and Servicing Agreement applicable to a Sub-Servicing Agreement entered into, and Sub-Servicer retained by, the Master Servicer. Without limiting the foregoing, (i) such Sub-Servicing Agreement must be consistent with this Agreement and the Pooling and Servicing Agreement in all material respects; ; (ii) such Sub-to pay itself earned and unpaid Primary Servicing Agreement must provide that if Fees, with respect to the Mortgage Loans and/or any successor REO Loans in respect thereof, the Primary Servicer shall for any reason no longer act in such capacity hereunder, the Master Servicer or its designee or any other successor Servicer’s right to the Master Servicer may either assume or terminate such Sub-Servicing Agreement without any termination fee; (iii) such Sub-Servicing Agreement may not be binding on the Master Servicer or successor (unless assumed as contemplated by payment pursuant to this clause (ii) above) with respect to any such Mortgage Loan or the Trust; (iv) REO Loans being limited to amounts on deposit in the Primary Servicer shall deliver Collection Account that are received on or in respect of on such Mortgage Loan or REO Loan, as applicable (whether in the form of payments, Liquidation Proceeds, Insurance Proceeds or Condemnation Proceeds), that are allocable as recovery of interest thereon; (iii) to pay itself out of general collections on the Master Servicer copies of all Sub-Servicing AgreementsMortgage Loans and REO Properties, and any amendments thereto and modifications thereof, entered into by it promptly upon its execution and delivery of such documents, (v) as part of its servicing activities hereunder, the Primary Servicer, for the benefit of the Master Servicer shall (at no expense with respect to the Master Servicer) monitor the performance and enforce the obligations of the Sub-Servicer under such Sub-Servicing Agreement; (vi) such Sub-Servicing Agreement prohibits the Sub-Servicer from modifying any Mortgage Loan or commencing REO Property any foreclosure or similar proceedings related earned Primary Servicing Fee that remained unpaid in accordance with clause (ii) above following a Final Recovery Determination made with respect to any Mortgaged such Mortgage Loan or REO Property without and the consent deposit into the Collection Account of the Master Servicer andall amounts received in connection therewith; (iv) to pay itself, further, prohibits the Sub-Servicer from taking any action that the Primary Servicer would be prohibited from taking hereunder; (vii) the Primary Servicer shall each remain obligated and liable to the Master Servicer for the performance of its obligations and duties under this Agreement as additional servicing compensation in accordance with the provisions hereof to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans and/or REO Properties for which it is responsible; (viiiSection 3.12(a) the Primary Servicer shall pay the fees of any Sub-Servicer retained by it in accordance with the respective Sub-Servicing Agreement and, in any event, from its own funds (or from funds otherwise then payable to it hereunder); and (ix) such Sub-Servicing Agreement requires the Sub-Servicer to comply with any applicable Regulation AB requirements under the Pooling and Servicing Agreement. Subject to Section 3.22 of the Pooling and Servicing Agreement, interest and investment income earned in respect of amounts held in the Primary Servicer may delegate certain ministerial duties hereunder (such Collection Account as inspections or financial statement reviewsprovided in Section 3.01(c)(15) of this Agreement, but only to contractors; provided that (a) the extent of the net investment earnings, if any, with respect to the Primary Servicer shall remain responsible Collection Account for any Collection Period; (v) to clear and terminate the actions of such third-party contractors as if it were alone performing such actions and shall pay all fees and expenses of such third-party contractors; (b) such appointment imposes no additional duty on the Master Servicer; and (c) the subject contractor (if it would be a Servicing Function Participant) is not a Prohibited Party Primary Servicer Collection Account at the time termination of such appointment unless this Agreement pursuant to Section 9.01 of the Pooling and Servicing Agreement, as modified herein; and (vi) to remove any amounts deposited in the case of this clause (c)) the appointment of such contractor has been expressly approved by the DepositorPrimary Servicer Collection Account in error. The Primary Servicer shall not modify any keep and maintain separate accounting records, on a Mortgage Loan or commence any foreclosure or similar proceedings with respect by Mortgage Loan basis, reflecting amounts allocable to any Mortgaged Property without the consent of the Master Servicereach Mortgage Loan, and on a property-by-property basis when appropriate, for the purpose of justifying any withdrawal, debit or credit from the Primary Servicer Collection Account. Upon written request, the Primary Servicer shall not take any action that provide to the Master Servicer would be prohibited from taking under the Pooling and Servicing Agreementsuch records.

Section 3. 2218. References Notwithstanding anything herein to the contrary, the Primary Servicer will not take any action with respect to any modification, extension, waiver, consent, defeasance, Special Servicer Decision, Major Decision or other action contemplated by Section 3.18 of the Pooling and Servicing Agreement unless the Primary Servicer has confirmed with the Master Servicer shall not be deemed that the Master Servicer is either obligated to be references process or has mutually agreed with the Special Servicer to the Primary Servicer for purposes of process such transaction pursuant to Section 3.22 3.18 of the Pooling and Servicing Agreement. Each provision of Following such confirmation, the Primary Servicer will not permit or consent to any modification, extension, waiver, consent, defeasance, Special Servicer Decision, Major Decision or other action contemplated by Section 3.22 3.18 of the Pooling and Servicing Agreement shall be enforceable against without the Primary Servicer in accordance with the terms thereof to the extent applicable to a Designated Sub-Servicer or Designated Sub-Servicing Agreement. The Primary Servicer may enter into Sub-Servicing Agreements in connection with the Mortgage Loans; provided that each such Sub-Servicing Agreement and Sub-Servicer shall satisfy all requirements and conditions under Section 3.22 prior written consent of the Pooling and Servicing Agreement applicable to a Sub-Servicing Agreement entered into, and Sub-Servicer retained by, the Master Servicer. Without limiting the foregoingWith respect to any such proposed action, (i) such Sub-Servicing Agreement must be consistent with this Agreement and the Pooling and Servicing Agreement in all material respects; (ii) such Sub-Servicing Agreement must provide that if the Primary Servicer shall for any reason no longer act in such capacity hereunder, the Master Servicer or its designee or any other successor perform and forward to the Master Servicer may either assume any analysis, recommendation or terminate such Sub-Servicing Agreement without any termination fee; (iii) such Sub-Servicing Agreement may not other information required to be binding on prepared and/or delivered by the Master Servicer or successor (unless assumed as contemplated by clause (ii) above) or the Trust; (iv) the Primary Servicer shall deliver to the Master Servicer copies under Section 3.18 of all Sub-Servicing Agreements, and any amendments thereto and modifications thereof, entered into by it promptly upon its execution and delivery of such documents, (v) as part of its servicing activities hereunder, the Primary Servicer, for the benefit of the Master Servicer shall (at no expense to the Master Servicer) monitor the performance and enforce the obligations of the Sub-Servicer under such Sub-Servicing Agreement; (vi) such Sub-Servicing Agreement prohibits the Sub-Servicer from modifying any Mortgage Loan or commencing any foreclosure or similar proceedings with respect to any Mortgaged Property without the consent of the Master Servicer and, further, prohibits the Sub-Servicer from taking any action that the Primary Servicer would be prohibited from taking hereunder; (vii) the Primary Servicer shall each remain obligated and liable to the Master Servicer for the performance of its obligations and duties under this Agreement in accordance with the provisions hereof to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans and/or REO Properties for which it is responsible; (viii) the Primary Servicer shall pay the fees of any Sub-Servicer retained by it in accordance with the respective Sub-Servicing Agreement and, in any event, from its own funds (or from funds otherwise then payable to it hereunder); and (ix) such Sub-Servicing Agreement requires the Sub-Servicer to comply with any applicable Regulation AB requirements under the Pooling and Servicing Agreement. Subject The Master Servicer, not the Primary Servicer, will deal directly with the Special Servicer in connection with obtaining any necessary approval or consent from the Special Servicer; however, when processing loan-related events delegated to Section 3.22 of the Pooling and Servicing it through this Agreement, the Primary Servicer may delegate certain ministerial duties hereunder (such consult with the Special Servicer as inspections or financial statement reviews) to contractors; needed, provided that (a) it copies the Master Servicer on all related correspondence to the Special Servicer and includes a representative of the Master Servicer on all related calls with the Special Servicer and otherwise keeps the Master Servicer fully informed as to the results of such consultations. When forwarding a request for the approval of any retail lease or renewal or extension thereof, the Primary Servicer shall remain responsible for forward to the actions Master Servicer the information concerning such lease required by, and in the form of, Exhibit I attached hereto. The Primary Servicer will not permit any Principal Prepayment or defeasance with respect to any Mortgage Loan or Serviced Companion Loans without the written consent of such third-party contractors as if it were alone performing such actions and shall pay all fees and expenses of such third-party contractors; (b) such appointment imposes no additional duty on the Master Servicer; and (c) the subject contractor (if it would be a Servicing Function Participant) is not a Prohibited Party at the time of such appointment unless (in the case of this clause (c)) the appointment of such contractor has been expressly approved by the Depositor. The Primary Servicer shall not modify any Mortgage Loan promptly forward all requests for Principal Prepayments or commence any foreclosure or similar proceedings with respect defeasance to any Mortgaged Property without the consent of the Master Servicer, and along with a payoff statement (with respect to each Principal Prepayment request) setting forth the amount of the necessary Principal Prepayment calculated by the Primary Servicer shall not take any action that the Master Servicer would be prohibited from taking under the Pooling and Servicing AgreementServicer.

Section 3. 2224. References Notwithstanding anything herein to the Master Servicer shall not be deemed to be references to the Primary Servicer for purposes of Section 3.22 of the Pooling and Servicing Agreement. Each provision of Section 3.22 of the Pooling and Servicing Agreement shall be enforceable against the Primary Servicer in accordance with the terms thereof to the extent applicable to a Designated Sub-Servicer or Designated Sub-Servicing Agreement. The Primary Servicer may enter into Sub-Servicing Agreements in connection with the Mortgage Loans; provided that each such Sub-Servicing Agreement and Sub-Servicer shall satisfy all requirements and conditions under Section 3.22 of the Pooling and Servicing Agreement applicable to a Sub-Servicing Agreement entered intocontrary, and Sub-Servicer retained by, the Master Servicer. Without limiting the foregoing, (i) such Sub-Servicing Agreement must be consistent with this Agreement and the Pooling and Servicing Agreement in all material respects; (ii) such Sub-Servicing Agreement must provide that if the Primary Servicer shall for any reason no longer act in such capacity hereunder, the Master Servicer or its designee or any other successor to the Master Servicer may either assume or terminate such Sub-Servicing Agreement without any termination fee; (iii) such Sub-Servicing Agreement may not be binding on the Master Servicer or successor (unless assumed as contemplated by clause (ii) above) or the Trust; (iv) the Primary Servicer shall deliver to the Master Servicer copies of all Sub-Servicing Agreements, and any amendments thereto and modifications thereof, entered into by it promptly upon its execution and delivery of such documents, (v) as part of its servicing activities hereunder, the Primary Servicer, for the benefit of the Master Servicer shall (at no expense to the Master Servicer) monitor the performance and enforce the obligations of the Sub-Servicer under such Sub-Servicing Agreement; (vi) such Sub-Servicing Agreement prohibits the Sub-Servicer from modifying any Mortgage Loan or commencing any foreclosure or similar proceedings with respect to any Mortgaged Property without the consent of the Master Servicer and, further, prohibits the Sub-Servicer from taking any action that the Primary Servicer would be prohibited from taking hereunder; (vii) the Primary Servicer shall each remain obligated and liable to the Master Servicer for the performance of its obligations and duties under this Agreement in accordance with the provisions hereof to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans and/or REO Properties for which it is responsible; (viii) the Primary Servicer shall pay the fees of any Sub-Servicer retained by it in accordance with the respective Sub-Servicing Agreement and, in any event, from its own funds (or from funds otherwise then payable to it hereunder); and (ix) such Sub-Servicing Agreement requires the Sub-Servicer to comply with any applicable Regulation AB requirements under the Pooling and Servicing Agreement. Subject to Section 3.22 of the Pooling and Servicing Agreement, the Primary Servicer may delegate certain ministerial duties hereunder (such as inspections or financial statement reviews) to contractors; provided that (a) the Primary Servicer shall remain responsible for the actions of such third-party contractors as if it were alone performing such actions and shall pay all fees and expenses of such third-party contractors; (b) such appointment imposes no additional duty on the Master Servicer; and (c) the subject contractor (if it would be a Servicing Function Participant) is not a Prohibited Party at the time of such appointment unless (in the case of this clause (c)) the appointment of such contractor has been expressly approved by the Depositor. The Primary Servicer shall not modify any Mortgage Loan or commence any foreclosure or similar proceedings with respect to any Mortgaged Property without the consent of the Master Servicer, and the Primary Servicer shall not take any action with respect to any modification, extension, waiver, consent or other action contemplated by Section 3.24 of the Pooling and Servicing Agreement unless the Primary Servicer has confirmed with the Master Servicer that the Master Servicer would be prohibited from taking under is either obligated to process or that the Master Servicer and the Special Servicer have mutually agreed that the Master Servicer shall process such request pursuant to Section 3.24 of the Pooling and Servicing Agreement. Following such confirmation, the Primary Servicer will not permit or consent to any modification, extension, waiver, consent or other action contemplated by Section 3.24 of the Pooling and Servicing Agreement without the prior written consent of the Master Servicer. With respect to any such proposed action, the Primary Servicer shall promptly notify the Master Servicer of any Mortgagor request for such action, and perform and forward to the Master Servicer any analysis, recommendation or other information required to be prepared and/or delivered by the Master Servicer under Section 3.24 of the Pooling and Servicing Agreement. The Master Servicer, not the Primary Servicer, will deal directly with the Special Servicer, the Operating Advisor and the Rating Agencies in connection with obtaining any necessary approval or consent from the respective party. If the Primary Servicer shall process such modification, extension, waiver, consent or other action and the Master Servicer consents to such transaction, the Primary Servicer shall document and close such transaction. When forwarding a request for the approval of any lease or renewal or extension thereof, the Primary Servicer shall forward to the Master Servicer the information concerning such lease required by, and in the form of, Exhibit I attached hereto. The Primary Servicer will not permit any Principal Prepayment with respect to the Serviced Loan Combination without the written consent of the Master Servicer. The Primary Servicer shall promptly forward all requests for Principal Prepayments to the Master Servicer, along with a payoff statement (with respect to each Principal Prepayment request) setting forth the amount of the necessary Principal Prepayment calculated by the Primary Servicer.

Section 3. 2208. References (A) For so long as the Primary Servicer is the Special Servicer, and subject to Section 3.01(d) of this Agreement, the Primary Servicer shall perform the obligations of the Master Servicer under such Sections 3.07 and 3.08 of the Pooling and Servicing Agreement (including dealing directly with, and obtaining the consent of, the Special Servicer on matters for which the Pooling and Servicing Agreement requires the Master Servicer to deal with, or obtain the consent of, the Special Servicer) without the approval of the Master Servicer, but subject to all requirements and restrictions set forth in Section 3.08 of the Pooling and Servicing Agreement and Section 3.01(d) of this Agreement; provided, however, that the Primary Servicer shall copy the Master Servicer on all correspondence to the Special Servicer and the Mortgagor regarding such matters and the Primary Servicer shall prepare any package and analysis necessary to obtain any required Rating Agency Confirmation and shall forward such package to the Master Servicer. The Master Servicer shall (not be deemed to be references the Primary Servicer) will deal with the Rating Agencies to the Primary Servicer for purposes of extent required by Section 3.22 3.08 of the Pooling and Servicing Agreement. Each provision The Primary Servicer shall promptly provide copies of any waivers, approvals, assumptions, transfers or other actions contemplated by Section 3.22 3.08 of the Pooling and Servicing Agreement shall be enforceable against (other than defeasance) it effects pursuant to this Section to the Primary Master Servicer in accordance with and the terms thereof Master Servicer will provide notice or copies to the 17g-5 Information Provider and Rating Agencies to the extent applicable to a Designated Sub-Servicer or Designated Sub-required by the Pooling and Servicing Agreement. The Primary Servicer may enter into Sub-Servicing Agreements in connection with the Mortgage Loans; provided that each such Sub-Servicing Agreement and Sub-Servicer shall satisfy promptly forward all requirements and conditions under Section 3.22 of the Pooling and Servicing Agreement applicable requests for defeasance to a Sub-Servicing Agreement entered into, and Sub-Servicer retained by, the Master Servicer. Without limiting the foregoing, (i) such Sub-Servicing Agreement must be consistent with this Agreement and the Pooling and Servicing Agreement in all material respects; (ii) such Sub-Servicing Agreement must provide that if the Primary Servicer shall for any reason no longer act in such capacity hereunder, the The Master Servicer will deal directly or its designee or any other successor to the Master Servicer may either assume or terminate such Sub-Servicing Agreement without any termination fee; (iii) such Sub-Servicing Agreement may not be binding on the Master Servicer or successor (unless assumed as contemplated by clause (ii) above) or the Trust; (iv) the Primary Servicer shall deliver to the Master Servicer copies of all Sub-Servicing Agreements, and any amendments thereto and modifications thereof, entered into by it promptly upon its execution and delivery of such documents, (v) as part of its servicing activities hereunder, the Primary Servicer, for the benefit of the Master Servicer shall (at no expense to the Master Servicer) monitor the performance and enforce the obligations of the Sub-Servicer under such Sub-Servicing Agreement; (vi) such Sub-Servicing Agreement prohibits the Sub-Servicer from modifying any Mortgage Loan or commencing any foreclosure or similar proceedings with respect to any Mortgaged Property without the consent of the Master Servicer and, further, prohibits the Sub-Servicer from taking any action that the Primary Servicer would be prohibited from taking hereunder; (vii) the Primary Servicer shall each remain obligated and liable to the Master Servicer for the performance of its obligations and duties under this Agreement in accordance communicate directly with the provisions hereof to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans and/or REO Properties for which it is responsible; (viii) the Primary Servicer shall pay the fees of any Sub-Servicer retained by it Mortgagor in accordance with the respective Sub-Servicing Agreement and, in any event, from its own funds (or from funds otherwise then payable to it hereunder); and (ix) such Sub-Servicing Agreement requires the Sub-Servicer to comply connection with any applicable Regulation AB requirements under the Pooling and Servicing Agreement. Subject to Section 3.22 of the Pooling and Servicing Agreement, the Primary Servicer may delegate certain ministerial duties hereunder (such as inspections or financial statement reviews) to contractors; provided that (a) the Primary Servicer shall remain responsible for the actions of such third-party contractors as if it were alone performing such actions and shall pay all fees and expenses of such third-party contractors; (b) such appointment imposes no additional duty on the Master Servicer; and (c) the subject contractor (if it would be a Servicing Function Participant) is not a Prohibited Party at the time of such appointment unless (in the case of this clause (c)) the appointment of such contractor has been expressly approved by the Depositor. The Primary Servicer shall not modify any Mortgage Loan or commence any foreclosure or similar proceedings with respect to any Mortgaged Property without the consent of the Master Servicer, and the Primary Servicer shall not take any action that the Master Servicer would be prohibited from taking under the Pooling and Servicing Agreementdefeasance.

Section 3. 2211(a). References to the Servicing Fee shall be references to the Sub-Servicing Fee and references to the Servicing Fee Rate shall be references to the Sub-Servicing Fee Rate. All references to the Collection Account shall be references to the Sub-Servicer Collection Account. The Sub-Servicer shall be entitled to retain, and shall not be required to deposit in the Sub-Servicer Collection Account, additional servicing compensation in the form of the following items to the extent collected from the related Mortgagor (the following items together with the items in clauses (a) through (e) below, collectively, “Additional Sub-Servicing Compensation”): (i) 100% of that portion of any Excess Modification Fees to which the Master Servicer is entitled pursuant to Section 3.11(a) of the Pooling and Servicing Agreement collected by the Sub-Servicer in connection with matters performed by the Sub-Servicer pursuant to Section 3.01(c)(24) of this Agreement, (ii) 100% of that portion of any assumption application fees and other similar items to which the Master Servicer is entitled pursuant to Section 3.11(a) of the Pooling and Servicing Agreement collected by the Sub-Servicer in connection with matters performed by the Sub-Servicer pursuant to Section 3.01(c)(15) of this Agreement, (iii) 80% of that portion of any assumption, waiver, consent and earnout fees and other similar fees (other than assumption application fees and defeasance fees) to which the Master Servicer is entitled under Section 3.11(a) of the Pooling and Servicing Agreement collected by the Sub-Servicer in connection with matters performed by the Sub-Servicer pursuant to Section 3.01(c)(15) or Section 3.01(c)(24) of this Agreement, (iv) 100% of that portion of any defeasance fees to which the Master Servicer is entitled under Section 3.11(a) of the Pooling and Servicing Agreement collected by the Sub-Servicer in connection with matters performed by the Sub-Servicer pursuant to Section 3.01(c)(24) of this Agreement, and (v) 100% of any charges for beneficiary statements or demands and other customary charges, and amounts collected for checks returned for insufficient funds to which the Master Servicer is entitled under Section 3.11(a) of the Pooling and Servicing Agreement collected by the Sub-Servicer with respect to the Mortgage Loans or the Serviced Pari Passu Companion Loan. The Sub-Servicer shall be entitled to (a) interest or other income earned on deposits relating to the Trust Fund in the Sub-Servicer Collection Account in accordance with Section 3.01(c)(11) of this Agreement, (b) interest or other income earned on deposits in any Servicing Account maintained by the Sub-Servicer which are not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor, (c) in respect of any Distribution Date, Prepayment Interest Excesses collected on the Mortgage Loans (to the extent not offset by Prepayment Interest Shortfalls with respect to all of the Mortgage Loans (as defined in the Pooling and Servicing Agreement) or required to be paid as Compensating Interest Payments with respect to all of the Mortgage Loans (as defined in the Pooling and Servicing Agreement) and the Serviced Pari Passu Companion Loan), (d) 100% of any charges for processing Mortgagor Requests (other than requests for actions otherwise addressed in this Section 3.01(c)(18)) processed by the Sub-Servicer for which the consent of the Master Servicer is not required under this Agreement, and (e) 100% of any charges for processing Mortgagor Requests (other than requests for actions otherwise addressed in this Section 3.01(c)(18)) processed by the Sub-Servicer for which the consent of the Master Servicer is required under this Agreement. Notwithstanding anything to the contrary herein, the Master Servicer shall be entitled to charge and retain 100% of any reasonable review fees (to the extent such review fees are not prohibited under the related Mortgage Loan documents and only to the extent actually paid by the related Mortgagor) in connection with any Mortgagor request that requires the consent or approval of the Master Servicer or Rating Agency Confirmation. The Sub-Servicer shall not be deemed entitled to be references any Penalty Charges to which the Primary Master Servicer for purposes of Section 3.22 of is entitled pursuant to the Pooling and Servicing Agreement. Each provision of Section 3.22 of the Pooling and Servicing Agreement shall be enforceable against the Primary Servicer in accordance with the terms thereof to the extent applicable to a Designated Sub-Servicer or Designated Sub-Servicing Agreement. The Primary Servicer may enter into Sub-Servicing Agreements in connection with the Mortgage Loans; provided that each such Sub-Servicing Agreement and Sub-Servicer shall satisfy all requirements and conditions under Section 3.22 of the Pooling and Servicing Agreement applicable to a Sub-Servicing Agreement entered into, and Sub-Servicer retained by, the Master Servicer. Without limiting the foregoing, (i) such Sub-Servicing Agreement must be consistent with this Agreement and the Pooling and Servicing Agreement in all material respects; (ii) such Sub-Servicing Agreement must provide that if the Primary Servicer shall for any reason no longer act in such capacity hereunder, the Master Servicer or its designee or any other successor remit to the Master Servicer may either assume or terminate such Sub-Servicing Agreement without any termination fee; (iii) such Sub-Servicing Agreement may not be binding on the Master Servicer or successor (unless assumed as contemplated all additional servicing compensation collected by clause (ii) above) or the Trust; (iv) the Primary Servicer shall deliver to the Master Servicer copies of all Sub-Servicing Agreements, and any amendments thereto and modifications thereof, entered into by it promptly upon its execution and delivery of such documents, (v) as part of its servicing activities hereunder, the Primary Servicer, for the benefit of the Master Servicer shall (at no expense to the Master Servicer) monitor the performance and enforce the obligations of the Sub-Servicer under such Sub-Servicing Agreement; (vi) such Sub-Servicing Agreement prohibits the Sub-Servicer from modifying any Mortgage Loan or commencing any foreclosure or similar proceedings with respect to any Mortgaged Property without the consent of the Master Servicer and, further, prohibits the Sub-Servicer from taking any action that the Primary Servicer would be prohibited from taking hereunder; (vii) the Primary Servicer shall each remain obligated and liable to the Master Servicer for the performance of its obligations and duties under this Agreement in accordance with the provisions hereof to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans and/or REO Properties for which it is responsible; (viii) the Primary Servicer shall pay the fees of any Sub-Servicer retained by it in accordance with the respective Sub-Servicing Agreement and, in any event, from its own funds (or from funds otherwise then payable to it hereunder); and (ix) such Sub-Servicing Agreement requires the Sub-Servicer to comply with any applicable Regulation AB requirements under the Pooling and extent not constituting Additional Sub-Servicing Agreement. Subject to Section 3.22 of the Pooling and Servicing AgreementCompensation, the Primary Servicer may delegate certain ministerial duties hereunder (such as inspections or financial statement reviews) to contractors; provided that (a) the Primary Servicer shall remain responsible for the actions of such third-party contractors as if it were alone performing such actions and shall pay including, without limitation, all fees and expenses of such third-party contractors; (b) such appointment imposes no additional duty on the Master Servicer; and (c) the subject contractor (if it would be a Servicing Function Participant) is not a Prohibited Party at the time of such appointment unless (in the case of this clause (c)) the appointment of such contractor has been expressly approved by the Depositor. The Primary Servicer shall not modify any Mortgage Loan or commence any foreclosure or similar proceedings with respect to any Mortgaged Property without the consent of the Master Servicer, and the Primary Servicer shall not take any action that the Master Servicer would be prohibited from taking under the Pooling and Servicing AgreementPenalty Charges.

Section 3. 2220. References to the Master Servicer shall not be deemed to be references to the Primary Servicer for purposes of Section 3.22 3.20 of the Pooling and Servicing Agreement. Each provision of Section 3.22 3.20 of the Pooling and Servicing Agreement shall be enforceable against the Primary Servicer in accordance with the terms thereof to the extent applicable to a Designated Sub-Servicer or Designated Sub-Servicing Agreementthereof. The Primary Servicer may not enter into Sub-Servicing Agreements in connection with the Mortgage Loan or the Serviced Companion Loans; provided that each such Sub-Servicing Agreement and Sub-Servicer shall satisfy all requirements and conditions under Section 3.22 of the Pooling and Servicing Agreement applicable to a Sub-Servicing Agreement entered into, and Sub-Servicer retained by, the Master Servicer. Without limiting the foregoing, (i) such Sub-Servicing Agreement must be consistent with this Agreement and the Pooling and Servicing Agreement in all material respects; (ii) such Sub-Servicing Agreement must provide that if but the Primary Servicer shall for any reason no longer act in may delegate its duties to agents or Subcontractors so long as the related agreements or arrangements with such capacity hereunder, the Master Servicer agents or its designee or any other successor to the Master Servicer may either assume or terminate such Sub-Servicing Agreement without any termination fee; (iii) such Sub-Servicing Agreement may not be binding on the Master Servicer or successor (unless assumed as contemplated by clause (ii) above) or the Trust; (iv) the Primary Servicer shall deliver to the Master Servicer copies of all Sub-Servicing Agreements, and any amendments thereto and modifications thereof, entered into by it promptly upon its execution and delivery of such documents, (v) as part of its servicing activities hereunder, the Primary Servicer, for the benefit of the Master Servicer shall (at no expense to the Master Servicer) monitor the performance and enforce the obligations of the Sub-Servicer under such Sub-Servicing Agreement; (vi) such Sub-Servicing Agreement prohibits the Sub-Servicer from modifying any Mortgage Loan or commencing any foreclosure or similar proceedings with respect to any Mortgaged Property without the consent of the Master Servicer and, further, prohibits the Sub-Servicer from taking any action that the Primary Servicer would be prohibited from taking hereunder; (vii) the Primary Servicer shall each remain obligated and liable to the Master Servicer for the performance of its obligations and duties under this Agreement in accordance Subcontractors are consistent with the provisions hereof to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans and/or REO Properties for which it is responsible; (viii) the Primary Servicer shall pay the fees of any Sub-Servicer retained by it in accordance with the respective Sub-Servicing Agreement and, in any event, from its own funds (or from funds otherwise then payable to it hereunder); and (ix) such Sub-Servicing Agreement requires the Sub-Servicer to comply with any applicable Regulation AB requirements under Section 3.20 of the Pooling and Servicing Agreement. Subject to Section 3.22 of the Pooling and Servicing Agreement, the Primary Servicer may delegate certain ministerial duties hereunder (such as inspections or financial statement reviews) to contractors; provided that (a) the Primary Servicer shall remain responsible for the actions of such third-party contractors as if it were alone performing such actions and shall pay all fees and expenses of such third-party contractors; (b) such appointment imposes no additional duty on the Master Servicer; and (c) the subject contractor (if it would be a Servicing Function Participant) is not a Prohibited Party at the time of such appointment unless (in the case of this clause (c)) the appointment of such contractor has been expressly approved by the Depositor. The Primary Servicer shall not modify any Mortgage Loan or commence any foreclosure or similar proceedings with respect to any Mortgaged Property without the consent of the Master Servicer, and the Primary Servicer shall not take any action that the Master Servicer would be prohibited from taking under the Pooling and Servicing Agreement. The Primary Servicer may not foreclose any Mortgage or, except as permitted by Section 3.01(c)(14) or (24) of this Agreement, grant any modification, extension, waiver or amendment to any Mortgage Loan or Serviced Companion Loan. This Agreement will be assumed by the Trustee if the Trustee has assumed the duties of the Master Servicer or by a successor Master Servicer without cost or obligation to the assuming party or the Trust Fund, upon the assumption by such party of the obligations of the Master Servicer pursuant to Section 7.02 of the Pooling and Servicing Agreement. Notwithstanding the foregoing or any other contrary provision in the Pooling and Servicing Agreement, any successor Master Servicer (including, without limitation, the Trustee) shall assume this Agreement and (i) the Primary Servicer’s rights and obligations under this Agreement shall expressly survive a termination of the Master Servicer’s servicing rights under the Pooling and Servicing Agreement; provided that this Agreement has not been terminated in accordance with its provisions; (ii) any successor Master Servicer (including, without limitation, the Trustee) shall be deemed to automatically assume and agree to the this Agreement without further action upon becoming the successor Master Servicer and (iii) the Pooling and Servicing Agreement may not be modified in any manner which would increase the obligations or limit the rights of the Primary Servicer hereunder and/or under this Agreement, without the prior written consent of the Primary Servicer (which consent shall not be unreasonably withheld).

Section 3. 2218. References Notwithstanding anything herein to the contrary, the Primary Servicer will not take any action with respect to any modification, extension, waiver, consent, defeasance, Major Decision, Special Servicer Decision or other action contemplated by Section 3.18 of the Pooling and Servicing Agreement unless the Primary Servicer has confirmed with the Master Servicer shall not be deemed that the Master Servicer is either obligated to be references process or has mutually agreed with the Special Servicer to the Primary Servicer for purposes of process such transaction pursuant to Section 3.22 3.18 and Section 3.34 of the Pooling and Servicing Agreement. Each provision of Following such confirmation, the Primary Servicer will not permit or consent to any modification, extension, waiver, consent, defeasance, Major Decision, Special Servicer Decision or other action contemplated by Section 3.22 3.18 of the Pooling and Servicing Agreement shall be enforceable against without the Primary Servicer in accordance with the terms thereof to the extent applicable to a Designated Sub-Servicer or Designated Sub-Servicing Agreement. The Primary Servicer may enter into Sub-Servicing Agreements in connection with the Mortgage Loans; provided that each such Sub-Servicing Agreement and Sub-Servicer shall satisfy all requirements and conditions under Section 3.22 prior written consent of the Pooling and Servicing Agreement applicable to a Sub-Servicing Agreement entered into, and Sub-Servicer retained by, the Master Servicer. Without limiting the foregoingWith respect to any such proposed action, (i) such Sub-Servicing Agreement must be consistent with this Agreement and the Pooling and Servicing Agreement in all material respects; (ii) such Sub-Servicing Agreement must provide that if the Primary Servicer shall for any reason no longer act in such capacity hereunder, the Master Servicer or its designee or any other successor perform and forward to the Master Servicer may either assume any analysis, recommendation or terminate such Sub-Servicing Agreement without any termination fee; (iii) such Sub-Servicing Agreement may not other information required to be binding on prepared and/or delivered by the Master Servicer or successor (unless assumed as contemplated by clause (ii) above) or the Trust; (iv) the Primary Servicer shall deliver to the Master Servicer copies under Section 3.18 and Section 3.34 of all Sub-Servicing Agreements, and any amendments thereto and modifications thereof, entered into by it promptly upon its execution and delivery of such documents, (v) as part of its servicing activities hereunder, the Primary Servicer, for the benefit of the Master Servicer shall (at no expense to the Master Servicer) monitor the performance and enforce the obligations of the Sub-Servicer under such Sub-Servicing Agreement; (vi) such Sub-Servicing Agreement prohibits the Sub-Servicer from modifying any Mortgage Loan or commencing any foreclosure or similar proceedings with respect to any Mortgaged Property without the consent of the Master Servicer and, further, prohibits the Sub-Servicer from taking any action that the Primary Servicer would be prohibited from taking hereunder; (vii) the Primary Servicer shall each remain obligated and liable to the Master Servicer for the performance of its obligations and duties under this Agreement in accordance with the provisions hereof to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans and/or REO Properties for which it is responsible; (viii) the Primary Servicer shall pay the fees of any Sub-Servicer retained by it in accordance with the respective Sub-Servicing Agreement and, in any event, from its own funds (or from funds otherwise then payable to it hereunder); and (ix) such Sub-Servicing Agreement requires the Sub-Servicer to comply with any applicable Regulation AB requirements under the Pooling and Servicing Agreement. Subject The Master Servicer, not the Primary Servicer, will deal directly with the Special Servicer in connection with obtaining any necessary approval or consent from the Special Servicer; however, when processing loan-related events delegated to Section 3.22 of the Pooling and Servicing it through this Agreement, the Primary Servicer may delegate certain ministerial duties hereunder (such consult with the Special Servicer as inspections or financial statement reviews) to contractors; needed, provided that (a) it copies the Master Servicer on all related correspondence to the Special Servicer and includes a representative of the Master Servicer on all related calls with the Special Servicer and otherwise keeps the Master Servicer fully informed as to the results of such consultations. When forwarding a request for the approval of any retail lease or renewal or extension thereof, the Primary Servicer shall remain responsible for forward to the actions Master Servicer the information concerning such lease required by, and in the form of, Exhibit I attached hereto. The Primary Servicer will not permit any Principal Prepayment or defeasance with respect to any Mortgage Loan or Serviced Companion Loan without the written consent of such third-party contractors as if it were alone performing such actions and shall pay all fees and expenses of such third-party contractors; (b) such appointment imposes no additional duty on the Master Servicer; and (c) the subject contractor (if it would be a Servicing Function Participant) is not a Prohibited Party at the time of such appointment unless (in the case of this clause (c)) the appointment of such contractor has been expressly approved by the Depositor. The Primary Servicer shall not modify any Mortgage Loan promptly forward all requests for Principal Prepayments or commence any foreclosure or similar proceedings with respect defeasance to any Mortgaged Property without the consent of the Master Servicer, and along with a payoff statement (with respect to each Principal Prepayment request) setting forth the amount of the necessary Principal Prepayment calculated by the Primary Servicer shall not take any action that the Master Servicer would be prohibited from taking under the Pooling and Servicing AgreementServicer.

Section 3. 2220. References to the Master Servicer shall not be deemed to be references to the Primary Servicer for purposes of Section 3.22 3.20 of the Pooling and Servicing Agreement. Each provision of Section 3.22 3.20 of the Pooling and Servicing Agreement shall be enforceable against the Primary Servicer in accordance with the terms thereof to the extent applicable to a Designated Sub-Servicer or Designated Sub-Servicing Agreementthereof. The Primary Servicer may not enter into Sub-Servicing Agreements in connection with the Mortgage Loans or the Serviced Companion Loans; provided that each such Sub-Servicing Agreement and Sub-Servicer shall satisfy all requirements and conditions under Section 3.22 of the Pooling and Servicing Agreement applicable to a Sub-Servicing Agreement entered into, and Sub-Servicer retained by, the Master Servicer. Without limiting the foregoing, (i) such Sub-Servicing Agreement must be consistent with this Agreement and the Pooling and Servicing Agreement in all material respects; (ii) such Sub-Servicing Agreement must provide that if but the Primary Servicer shall for any reason no longer act in may delegate its duties to agents or Subcontractors so long as the related agreements or arrangements with such capacity hereunder, the Master Servicer agents or its designee or any other successor to the Master Servicer may either assume or terminate such Sub-Servicing Agreement without any termination fee; (iii) such Sub-Servicing Agreement may not be binding on the Master Servicer or successor (unless assumed as contemplated by clause (ii) above) or the Trust; (iv) the Primary Servicer shall deliver to the Master Servicer copies of all Sub-Servicing Agreements, and any amendments thereto and modifications thereof, entered into by it promptly upon its execution and delivery of such documents, (v) as part of its servicing activities hereunder, the Primary Servicer, for the benefit of the Master Servicer shall (at no expense to the Master Servicer) monitor the performance and enforce the obligations of the Sub-Servicer under such Sub-Servicing Agreement; (vi) such Sub-Servicing Agreement prohibits the Sub-Servicer from modifying any Mortgage Loan or commencing any foreclosure or similar proceedings with respect to any Mortgaged Property without the consent of the Master Servicer and, further, prohibits the Sub-Servicer from taking any action that the Primary Servicer would be prohibited from taking hereunder; (vii) the Primary Servicer shall each remain obligated and liable to the Master Servicer for the performance of its obligations and duties under this Agreement in accordance Subcontractors are consistent with the provisions hereof to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans and/or REO Properties for which it is responsible; (viii) the Primary Servicer shall pay the fees of any Sub-Servicer retained by it in accordance with the respective Sub-Servicing Agreement and, in any event, from its own funds (or from funds otherwise then payable to it hereunder); and (ix) such Sub-Servicing Agreement requires the Sub-Servicer to comply with any applicable Regulation AB requirements under Section 3.20 of the Pooling and Servicing Agreement. Subject to Section 3.22 of the Pooling and Servicing Agreement, the Primary Servicer may delegate certain ministerial duties hereunder (such as inspections or financial statement reviews) to contractors; provided that (a) the Primary Servicer shall remain responsible for the actions of such third-party contractors as if it were alone performing such actions and shall pay all fees and expenses of such third-party contractors; (b) such appointment imposes no additional duty on the Master Servicer; and (c) the subject contractor (if it would be a Servicing Function Participant) is not a Prohibited Party at the time of such appointment unless (in the case of this clause (c)) the appointment of such contractor has been expressly approved by the Depositor. The Primary Servicer shall not modify any Mortgage Loan or commence any foreclosure or similar proceedings with respect to any Mortgaged Property without the consent of the Master Servicer, and the Primary Servicer shall not take any action that the Master Servicer would be prohibited from taking under the Pooling and Servicing Agreement. The Primary Servicer may not foreclose any Mortgage or, except as permitted by Section 3.01(c)(14) or (24) of this Agreement, grant any modification, extension, waiver or amendment to any Mortgage Loan or Serviced Companion Loan. This Agreement will be assumed by the Trustee if the Trustee has assumed the duties of the Master Servicer or by a successor Master Servicer without cost or obligation to the assuming party or the Trust Fund, upon the assumption by such party of the obligations of the Master Servicer pursuant to Section 7.02 of the Pooling and Servicing Agreement. Notwithstanding the foregoing or any other contrary provision in the Pooling and Servicing Agreement, any successor Master Servicer (including, without limitation, the Trustee) shall assume this Agreement and (i) the Primary Servicer’s rights and obligations under this Agreement shall expressly survive a termination of the Master Servicer’s servicing rights under the Pooling and Servicing Agreement; provided that this Agreement has not been terminated in accordance with its provisions; (ii) any successor Master Servicer (including, without limitation, the Trustee) shall be deemed to automatically assume and agree to the this Agreement without further action upon becoming the successor Master Servicer and (iii) the Pooling and Servicing Agreement may not be modified in any manner which would increase the obligations or limit the rights of the Primary Servicer hereunder and/or under this Agreement, without the prior written consent of the Primary Servicer (which consent shall not be unreasonably withheld).

Section 3. 2211(a). References to the Master Servicer Servicing Fee shall not be deemed references to the Primary Servicing Fee and references to the Servicing Fee Rate shall be references to the Primary Servicing Fee Rate. All references to the Collection Account shall be references to the Primary Servicer Collection Account. The Primary Servicer shall be entitled to retain, and shall not be required to deposit in the Primary Servicer Collection Account, additional servicing compensation in the form of the following items to the extent collected from the related Mortgagor (the following items together with the items in clauses (a) and (b) below, collectively, “Additional Primary Servicing Compensation”): (i) 50% of that portion of any Excess Modification Fees to which the Master Servicer is entitled pursuant to Section 3.11(a) of the Pooling and Servicing Agreement collected by the Primary Servicer in connection with matters performed by the Primary Servicer pursuant to Section 3.01(c)(24) of this Agreement, (ii) 100% of that portion of any assumption application fees and other similar items to which the Master Servicer is entitled pursuant to Section 3.11(a) of the Pooling and Servicing Agreement collected by the Primary Servicer in connection with matters performed by the Primary Servicer pursuant to Section 3.01(c)(15) of this Agreement, (iii) 50% of that portion of any assumption, waiver, consent and earnout fees and and other similar fees (other than assumption application fees and defeasance fees) to which the Master Servicer is entitled under Section 3.11(a) of the Pooling and Servicing Agreement collected by the Primary Servicer in connection with matters performed by the Primary Servicer pursuant to Section 3.01(c)(15) or Section 3.01(c)(24) of this Agreement, (iv) 100% of any charges for purposes beneficiary statements and amounts collected for checks returned for insufficient funds to which the Master Servicer is entitled under Section 3.11(a) of the Pooling and Servicing Agreement collected by the Primary Servicer with respect to the Mortgage Loan, (v) 50% of that portion of any defeasance fees to which the Master Servicer is entitled under Section 3.22 3.11(a) of the Pooling and Servicing Agreement collected by the Primary Servicer in connection with matters performed by the Primary Servicer pursuant to Section 3.01(c)(24) of this Agreement and (vi) 50% of that portion of any late fees (but not Default Interest) paid in respect of a delinquent Mortgage Loan to which the Master Servicer is entitled other than as payment of interest on Advances or other reimbursement of additional Trust Fund expenses if the Primary Servicer participates in the realization upon such delinquent loan. The Primary Servicer shall be entitled to (a) interest or other income earned on deposits relating to the Trust Fund in the Primary Servicer Collection Account in accordance with Section 3.01(c)(11) of this Agreement, and (b) interest or other income earned on deposits in any Servicing Account maintained by the Primary Servicer which are not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor. The Primary Servicer shall not be entitled to any Default Interest or Prepayment Interest Excess to which the Master Servicer is entitled pursuant to the Pooling and Servicing Agreement. Each provision of Section 3.22 of the Pooling and Servicing Agreement shall be enforceable against the Primary Servicer in accordance with the terms thereof to the extent applicable to a Designated Sub-Servicer or Designated Sub-Servicing Agreement. The Primary Servicer may enter into Sub-Servicing Agreements in connection with the Mortgage Loans; provided that each such Sub-Servicing Agreement and Sub-Servicer shall satisfy all requirements and conditions under Section 3.22 of the Pooling and Servicing Agreement applicable to a Sub-Servicing Agreement entered into, and Sub-Servicer retained by, the Master Servicer. Without limiting the foregoing, (i) such Sub-Servicing Agreement must be consistent with this Agreement and the Pooling and Servicing Agreement in all material respects; (ii) such Sub-Servicing Agreement must provide that if the Primary Servicer shall for any reason no longer act in such capacity hereunder, the Master Servicer or its designee or any other successor remit to the Master Servicer may either assume or terminate such Sub-Servicing Agreement without any termination fee; (iii) such Sub-Servicing Agreement may not be binding on the Master Servicer or successor (unless assumed as contemplated all additional servicing compensation collected by clause (ii) above) or the Trust; (iv) the Primary Servicer shall deliver to the Master Servicer copies of extent not constituting Additional Primary Servicing Compensation, including, without limitation, all Sub-Servicing Agreements, Prepayment Interest Excesses and any amendments thereto and modifications thereof, entered into by it promptly upon its execution and delivery of such documents, (v) as part of its servicing activities hereunder, the Primary Servicer, for the benefit of the Master Servicer shall (at no expense to the Master Servicer) monitor the performance and enforce the obligations of the Sub-Servicer under such Sub-Servicing Agreement; (vi) such Sub-Servicing Agreement prohibits the Sub-Servicer from modifying any Mortgage Loan or commencing any foreclosure or similar proceedings with respect to any Mortgaged Property without the consent of the Master Servicer and, further, prohibits the Sub-Servicer from taking any action that the Primary Servicer would be prohibited from taking hereunder; (vii) the Primary Servicer shall each remain obligated and liable to the Master Servicer for the performance of its obligations and duties under this Agreement in accordance with the provisions hereof to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans and/or REO Properties for which it is responsible; (viii) the Primary Servicer shall pay the fees of any Sub-Servicer retained by it in accordance with the respective Sub-Servicing Agreement and, in any event, from its own funds (or from funds otherwise then payable to it hereunder); and (ix) such Sub-Servicing Agreement requires the Sub-Servicer to comply with any applicable Regulation AB requirements under the Pooling and Servicing Agreement. Subject to Section 3.22 of the Pooling and Servicing Agreement, the Primary Servicer may delegate certain ministerial duties hereunder (such as inspections or financial statement reviews) to contractors; provided that (a) the Primary Servicer shall remain responsible for the actions of such third-party contractors as if it were alone performing such actions and shall pay all fees and expenses of such third-party contractors; (b) such appointment imposes no additional duty on the Master Servicer; and (c) the subject contractor (if it would be a Servicing Function Participant) is not a Prohibited Party at the time of such appointment unless (in the case of this clause (c)) the appointment of such contractor has been expressly approved by the Depositor. The Primary Servicer shall not modify any Mortgage Loan or commence any foreclosure or similar proceedings with respect to any Mortgaged Property without the consent of the Master Servicer, and the Primary Servicer shall not take any action that the Master Servicer would be prohibited from taking under the Pooling and Servicing AgreementDefault Interest.

Section 3. 22. References to the Master Servicer shall not be deemed to be references to the Primary Servicer for purposes of Section 3.22 of the Pooling and Servicing Agreement. Each provision of Section 3.22 of the Pooling and Servicing Agreement shall be enforceable against the Primary Servicer in accordance with the terms thereof to the extent applicable to a Designated Sub-Servicer or Designated Sub-Servicing Agreementthereof. The Primary Servicer may not enter into Sub-Servicing Agreements in connection with the Mortgage Loans; provided that each such Sub-Servicing Agreement and Sub-Servicer shall satisfy all requirements and conditions under Section 3.22 of the Pooling and Servicing Agreement applicable to a Sub-Servicing Agreement entered into, and Sub-Servicer retained by, the Master Servicer. Without limiting the foregoing, (i) such Sub-Servicing Agreement must be consistent with this Agreement and the Pooling and Servicing Agreement in all material respects; (ii) such Sub-Servicing Agreement must provide that if but the Primary Servicer shall for any reason no longer act in may delegate its duties to agents or Subcontractors so long as the related agreements or arrangements with such capacity hereunder, the Master Servicer agents or its designee or any other successor to the Master Servicer may either assume or terminate such Sub-Servicing Agreement without any termination fee; (iii) such Sub-Servicing Agreement may not be binding on the Master Servicer or successor (unless assumed as contemplated by clause (ii) above) or the Trust; (iv) the Primary Servicer shall deliver to the Master Servicer copies of all Sub-Servicing Agreements, and any amendments thereto and modifications thereof, entered into by it promptly upon its execution and delivery of such documents, (v) as part of its servicing activities hereunder, the Primary Servicer, for the benefit of the Master Servicer shall (at no expense to the Master Servicer) monitor the performance and enforce the obligations of the Sub-Servicer under such Sub-Servicing Agreement; (vi) such Sub-Servicing Agreement prohibits the Sub-Servicer from modifying any Mortgage Loan or commencing any foreclosure or similar proceedings with respect to any Mortgaged Property without the consent of the Master Servicer and, further, prohibits the Sub-Servicer from taking any action that the Primary Servicer would be prohibited from taking hereunder; (vii) the Primary Servicer shall each remain obligated and liable to the Master Servicer for the performance of its obligations and duties under this Agreement in accordance Subcontractors are consistent with the provisions hereof to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans and/or REO Properties for which it is responsible; (viii) the Primary Servicer shall pay the fees of any Sub-Servicer retained by it in accordance with the respective Sub-Servicing Agreement and, in any event, from its own funds (or from funds otherwise then payable to it hereunder); and (ix) such Sub-Servicing Agreement requires the Sub-Servicer to comply with any applicable Regulation AB requirements under the Pooling and Servicing Agreement. Subject to Section 3.22 of the Pooling and Servicing Agreement, the Primary Servicer may delegate certain ministerial duties hereunder (such as inspections or financial statement reviews) to contractors; provided that (a) the Primary Servicer shall remain responsible for the actions of such third-party contractors as if it were alone performing such actions and shall pay all fees and expenses of such third-party contractors; (b) such appointment imposes no additional duty on the Master Servicer; and (c) the subject contractor (if it would be a Servicing Function Participant) is not a Prohibited Party at the time of such appointment unless (in the case of this clause (c)) the appointment of such contractor has been expressly approved by the Depositor. The Primary Servicer shall not modify any Mortgage Loan or commence any foreclosure or similar proceedings with respect to any Mortgaged Property without the consent of the Master Servicer, and the Primary Servicer shall not take any action that the Master Servicer would be prohibited from taking under the Pooling and Servicing Agreement. The Primary Servicer may not foreclose any Mortgage or, except as permitted by Section 3.01(c)(14) or (24) of this Agreement, grant any modification, extension, waiver or amendment to any Mortgage Loan. This Agreement will be assumed by the Trustee if the Trustee has assumed the duties of the Master Servicer or by an successor Master Servicer without cost or obligation to the assuming party or the Trust Fund, upon the assumption by such party of the obligations of the Master Servicer pursuant to Section 7.02 of the Pooling and Servicing Agreement. In the event the Trustee or any other Person becomes successor master servicer, the Trustee or such successor master servicer shall have the right to terminate this Agreement with or without cause and without a fee. Notwithstanding the foregoing or any other contrary provision in the Pooling and Servicing Agreement, the Trustee and any successor master servicer shall assume this Agreement and (i) the Primary Servicer’s rights and obligations under this Agreement shall expressly survive a termination of the Master Servicer’s servicing rights under the Pooling and Servicing Agreement; provided that this Agreement has not been terminated in accordance with its provisions; (ii) any successor master servicer, including, without limitation, the Trustee (if it assumes the servicing obligations of the Master Servicer) shall be deemed to automatically assume and agree to the this Agreement without further action upon becoming the successor master servicer and (iii) the Pooling and Servicing Agreement may not be modified in any manner which would increase the obligations or limit the rights of the Primary Servicer hereunder and/or under this Agreement, without the prior written consent of the Primary Servicer (which consent shall not be unreasonably withheld).

Section 3. 2218. References The Sub-Servicer will not permit or consent to any modification, amendment, extension, waiver, consent, defeasance or other action contemplated by Section 3.18 of the Pooling and Servicing Agreement without the prior written consent of the Master Servicer. Upon receiving a request for any matter described in Section 3.18 of the Pooling and Servicing Agreement that constitutes a Major Decision or Special Servicer Decision, the Sub-Servicer shall forward such request to the Master Servicer, and the Special Servicer shall process such request (including, without limitation, interfacing with the Mortgagor) and except as provided in the next sentence, the Sub-Servicer shall have no further obligation with respect to such request. With respect to such request, the Sub-Servicer shall deliver to the Master Servicer shall not be deemed any additional information in the Sub-Servicer’s possession requested by the Master Servicer to be references to the Primary Servicer for purposes of Section 3.22 fulfill its obligations under Sections 3.18 of the Pooling and Servicing Agreement. Each provision of With respect to any modification, amendment, extension, waiver, consent, defeasance or other action contemplated by Section 3.22 3.18 of the Pooling and Servicing Agreement shall be enforceable against (if such modification, amendment, extension, waiver, consent, defeasance or other action is not a Major Decision or Special Servicer Decision), the Primary Servicer in accordance with the terms thereof to the extent applicable to a Designated Sub-Servicer shall perform and forward to the Master Servicer any analysis, recommendation or Designated Sub-other information required to be prepared and/or delivered by the Master Servicer under Section 3.18 of the Pooling and Servicing Agreement. The Primary Servicer may enter into Master Servicer, not the Sub-Servicing Agreements Servicer, will deal directly with the Special Servicer, the Directing Certificateholder and/or the Rating Agencies in connection with obtaining any necessary approval or consent from the Mortgage Loans; provided that each such Sub-Servicing Agreement and respective party. If the Sub-Servicer shall satisfy all requirements and conditions under process any such modification, amendment, extension, waiver, consent, defeasance or other action contemplated by Section 3.22 3.18 of the Pooling and Servicing Agreement applicable (if such modification, amendment, extension, waiver, consent, defeasance or other action is not a Major Decision) and the Master Servicer consents to a Sub-Servicing Agreement entered intosuch transaction, and the Sub-Servicer retained byshall document and close such transaction. When forwarding a request for the approval of any lease or renewal or extension thereof, the Master Servicer. Without limiting the foregoing, (i) such Sub-Servicing Agreement must be consistent with this Agreement and the Pooling and Servicing Agreement in all material respects; (ii) such Sub-Servicing Agreement must provide that if the Primary Servicer shall for any reason no longer act in such capacity hereunder, the Master Servicer or its designee or any other successor forward to the Master Servicer may either assume or terminate the information concerning such Sub-Servicing Agreement without any termination fee; (iii) such Sub-Servicing Agreement may not be binding on the Master Servicer or successor (unless assumed as contemplated by clause (ii) above) or the Trust; (iv) the Primary Servicer shall deliver to the Master Servicer copies of all Sub-Servicing Agreementslease required by, and any amendments thereto and modifications thereofin the form of, entered into by it promptly upon its execution and delivery of such documents, (v) as part of its servicing activities hereunder, the Primary Servicer, for the benefit of the Master Servicer shall (at no expense to the Master Servicer) monitor the performance and enforce the obligations of the Exhibit I attached hereto. The Sub-Servicer under such Sub-Servicing Agreement; (vi) such Sub-Servicing Agreement prohibits the Sub-Servicer from modifying will not permit any Mortgage Loan or commencing any foreclosure or similar proceedings Principal Prepayment with respect to any Mortgaged Property Mortgage Loan without the consent of the Master Servicer and, further, prohibits the Sub-Servicer from taking any action that the Primary Servicer would be prohibited from taking hereunder; (vii) the Primary Servicer shall each remain obligated and liable to the Master Servicer for the performance of its obligations and duties under this Agreement in accordance with the provisions hereof to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans and/or REO Properties for which it is responsible; (viii) the Primary Servicer shall pay the fees of any Sub-Servicer retained by it in accordance with the respective Sub-Servicing Agreement and, in any event, from its own funds (or from funds otherwise then payable to it hereunder); and (ix) such Sub-Servicing Agreement requires the Sub-Servicer to comply with any applicable Regulation AB requirements under the Pooling and Servicing Agreement. Subject to Section 3.22 of the Pooling and Servicing Agreement, the Primary Servicer may delegate certain ministerial duties hereunder (such as inspections or financial statement reviews) to contractors; provided that (a) the Primary Servicer shall remain responsible for the actions of such third-party contractors as if it were alone performing such actions and shall pay all fees and expenses of such third-party contractors; (b) such appointment imposes no additional duty on the Master Servicer; and (c) the subject contractor (if it would be a Servicing Function Participant) is not a Prohibited Party at the time of such appointment unless (in the case of this clause (c)) the appointment of such contractor has been expressly approved by the Depositor. The Primary Servicer shall not modify any Mortgage Loan or commence any foreclosure or similar proceedings with respect to any Mortgaged Property without the written consent of the Master Servicer, and the Primary . The Sub-Servicer shall not take any action that promptly forward all requests for Principal Prepayments to the Master Servicer, along with a payoff statement (with respect to each Principal Prepayment request) setting forth the amount of the necessary Principal Prepayment calculated by the Sub-Servicer. If the Sub-Servicer obtains actual knowledge of the incurrence of additional debt or mezzanine debt by a Mortgagor, the Sub-Servicer shall promptly, but in no event later than two (2) business days, deliver notice to the Master Servicer would be prohibited from taking under of such Mortgagor’s incurrence of such debt in the form of Exhibit JJ to the Pooling and Servicing Agreement.

Section 3. 2211(a). References to the Master Servicer Servicing Fee shall not be deemed to be references to the Primary Sub-Servicing Fee and references to the Servicing Fee Rate shall be references to the Sub-Servicing Fee Rate. All references to the Collection Account shall be references to the Sub-Servicer for purposes of Section 3.22 Collection Account. The Sub-Servicer shall be entitled to retain, and shall not be required to deposit in the Sub-Servicer Collection Account, additional servicing compensation in the form of the Pooling and following items to the extent collected from the related Mortgagor (the following items together with the items in clauses (a) through (e) below, collectively, “Additional Sub-Servicing Agreement. Each provision Compensation”): (i) 100% of that portion of any Excess Modification Fees to which the Master Servicer is entitled pursuant to Section 3.22 3.11(a) of the Pooling and Servicing Agreement shall be enforceable against collected by the Primary Servicer in accordance with the terms thereof to the extent applicable to a Designated Sub-Servicer or Designated Sub-Servicing Agreement. The Primary Servicer may enter into Sub-Servicing Agreements in connection with matters performed by the Mortgage Loans; provided that each such Sub-Servicing Agreement and Sub-Servicer shall satisfy all requirements pursuant to Section 3.01(c)(24) of this Agreement, (ii) 100% of that portion of any assumption application fees and conditions under other similar items to which the Master Servicer is entitled pursuant to Section 3.22 3.11(a) of the Pooling and Servicing Agreement applicable to a Sub-Servicing Agreement entered into, and collected by the Sub-Servicer retained byin connection with matters performed by the Sub-Servicer pursuant to Section 3.01(c)(15) of this Agreement, (iii) 80% of that portion of any assumption, waiver, consent and earnout fees and other similar fees (other than assumption application fees and defeasance fees) to which the Master Servicer. Without limiting the foregoing, (iServicer is entitled under Section 3.11(a) such Sub-Servicing Agreement must be consistent with this Agreement and of the Pooling and Servicing Agreement in all material respects; (ii) such Sub-Servicing Agreement must provide that if the Primary Servicer shall for any reason no longer act in such capacity hereunder, the Master Servicer or its designee or any other successor to the Master Servicer may either assume or terminate such Sub-Servicing Agreement without any termination fee; (iii) such Sub-Servicing Agreement may not be binding on the Master Servicer or successor (unless assumed as contemplated collected by clause (ii) above) or the Trust; (iv) the Primary Servicer shall deliver to the Master Servicer copies of all Sub-Servicing Agreements, and any amendments thereto and modifications thereof, entered into by it promptly upon its execution and delivery of such documents, (v) as part of its servicing activities hereunder, the Primary Servicer, for the benefit of the Master Servicer shall (at no expense to the Master Servicer) monitor the performance and enforce the obligations of the Sub-Servicer under such Sub-Servicing Agreement; (vi) such Sub-Servicing Agreement prohibits in connection with matters performed by the Sub-Servicer from modifying pursuant to Section 3.01(c)(15) or Section 3.01(c)(24) of this Agreement, (iv) 100% of that portion of any Mortgage Loan or commencing any foreclosure or similar proceedings with respect defeasance fees to any Mortgaged Property without the consent of which the Master Servicer and, further, prohibits is entitled under Section 3.11(a) of the Pooling and Servicing Agreement collected by the Sub-Servicer from taking any action that the Primary Servicer would be prohibited from taking hereunder; (vii) the Primary Servicer shall each remain obligated and liable to the Master Servicer for the performance of its obligations and duties under this Agreement in accordance connection with the provisions hereof to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans and/or REO Properties for which it is responsible; (viii) the Primary Servicer shall pay the fees of any Sub-Servicer retained matters performed by it in accordance with the respective Sub-Servicing Agreement and, in any event, from its own funds (or from funds otherwise then payable to it hereunder); and (ix) such Sub-Servicing Agreement requires the Sub-Servicer pursuant to comply Section 3.01(c)(24) of this Agreement, and (v) 100% of any charges for beneficiary statements or demands and other customary charges, and amounts collected for checks returned for insufficient funds to which the Master Servicer is entitled under Section 3.11(a) of the Pooling and Servicing Agreement collected by the Sub-Servicer with respect to the Mortgage Loans or the Serviced Pari Passu Companion Loan. The Sub-Servicer shall be entitled to (a) interest or other income earned on deposits relating to the Trust Fund in the Sub-Servicer Collection Account in accordance with Section 3.01(c)(11) of this Agreement, (b) interest or other income earned on deposits in any Servicing Account maintained by the Sub-Servicer which are not required by applicable Regulation AB requirements under law or the related Mortgage Loan to be paid to the Mortgagor, (c) in respect of any Distribution Date, Prepayment Interest Excesses collected on the Mortgage Loans (to the extent not offset by Prepayment Interest Shortfalls with respect to all of the Mortgage Loans (as defined in the Pooling and Servicing Agreement. Subject ) or required to Section 3.22 of the Pooling and Servicing Agreement, the Primary Servicer may delegate certain ministerial duties hereunder (such be paid as inspections or financial statement reviews) to contractors; provided that (a) the Primary Servicer shall remain responsible for the actions of such third-party contractors as if it were alone performing such actions and shall pay all fees and expenses of such third-party contractors; (b) such appointment imposes no additional duty on the Master Servicer; and (c) the subject contractor (if it would be a Servicing Function Participant) is not a Prohibited Party at the time of such appointment unless (in the case of this clause (c)) the appointment of such contractor has been expressly approved by the Depositor. The Primary Servicer shall not modify any Mortgage Loan or commence any foreclosure or similar proceedings Compensating Interest Payments with respect to any Mortgaged Property without the consent all of the Master Servicer, and the Primary Servicer shall not take any action that the Master Servicer would be prohibited from taking under the Pooling and Servicing Agreement.the

Section 3. 2212(a). References to the Master Servicer Servicing Fee shall not be deemed to be references to the Primary Servicer for purposes Servicing Fee and references in the definition of Section 3.22 of “Servicing Fee” to the Pooling and Servicing Agreement. Each provision of Section 3.22 of the Pooling and Servicing Agreement Fee Rate shall be enforceable against references to the Primary Servicer in accordance with the terms thereof to the extent applicable to a Designated Sub-Servicer or Designated Sub-Servicing AgreementFee Rate. The Primary Servicer may enter into Sub-Servicing Agreements in connection with the Mortgage Loans; provided that each such Sub-Servicing Agreement and Sub-Servicer shall satisfy all requirements and conditions under Section 3.22 of the Pooling and Servicing Agreement applicable to a Sub-Servicing Agreement entered intoIn addition, and Sub-Servicer retained by, the Master Servicer. Without limiting the foregoing, (i) such Sub-Servicing Agreement must be consistent with this Agreement and the Pooling and Servicing Agreement in all material respects; (ii) such Sub-Servicing Agreement must provide that if the Primary Servicer shall for any reason no longer act in such capacity hereunderbe entitled to receive, as additional servicing compensation, to the extent the Master Servicer or its designee or any other successor is entitled to the Master Servicer may either assume or terminate such Sub-Servicing Agreement without any termination fee; (iii) such Sub-Servicing Agreement may not be binding on the Master Servicer or successor (unless assumed as contemplated by clause (ii) above) or the Trust; (iv) the Primary Servicer shall deliver to the Master Servicer copies of all Sub-Servicing Agreements, and any amendments thereto and modifications thereof, entered into by it promptly upon its execution and delivery of such documents, (v) as part of its servicing activities hereunder, the Primary Servicer, for the benefit of the Master Servicer shall (at no expense to the Master Servicer) monitor the performance and enforce the obligations of the Sub-Servicer under such Sub-Servicing Agreement; (vi) such Sub-Servicing Agreement prohibits the Sub-Servicer from modifying any Mortgage Loan or commencing any foreclosure or similar proceedings with respect to any Mortgaged Property without the consent of the Master Servicer and, further, prohibits the Sub-Servicer from taking any action that the Primary Servicer would be prohibited from taking hereunder; (vii) the Primary Servicer shall each remain obligated and liable to the Master Servicer for the performance of its obligations and duties under this Agreement in accordance with the provisions hereof to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans and/or REO Properties for which it is responsible; (viii) the Primary Servicer shall pay the fees of any Sub-Servicer retained by it in accordance with the respective Sub-Servicing Agreement and, in any event, from its own funds (or from funds otherwise then payable to it hereunder); and (ix) such Sub-Servicing Agreement requires the Sub-Servicer to comply with any applicable Regulation AB requirements amounts under the Pooling and Servicing Agreement. Subject , (i) all investment income earned on amounts on deposit in the Primary Servicer Collection Account and certain Borrower Accounts (to the extent consistent with the related Loan Documents), (ii) 100% of any amounts collected by the Primary Servicer for checks returned for insufficient funds, demand fees or similar items with respect to the Mortgage Loans to the extent the Master Servicer is entitled to such items under Section 3.22 3.12(a)(iii) of the Pooling and Servicing Agreement, the Primary Servicer may delegate certain ministerial duties hereunder (such as inspections or financial statement reviewsiii) to contractors; provided 50% of that (a) the Primary Servicer shall remain responsible for the actions portion of such third-party contractors as if it were alone performing such actions and shall pay all any Modification Fees, Assumption Fees, consent fees and expenses of such third-party contractors; (b) such appointment imposes no additional duty on similar fees and assumption application fees to which the Master Servicer; Servicer is entitled under Section 3.12(a)(iv) of the Pooling and Servicing Agreement with respect to the Mortgage Loans, and (civ) 100% of that portion of any beneficiary statement charges to which the subject contractor (if it would be a Master Servicer is entitled under Section 3.12(a)(iv) of the Pooling and Servicing Function ParticipantAgreement with respect to the Mortgage Loans. The second paragraph of Section 3.12(a) is not a Prohibited Party at the time of such appointment unless (in the case of this clause (c)) the appointment of such contractor has been expressly approved by the Depositorincorporated herein. The Primary Servicer shall not modify any Mortgage Loan or commence any foreclosure or similar proceedings with respect be entitled to any Mortgaged Property without the consent of the Master Servicerdefeasance fees, and the Primary Servicer shall Prepayment Interest Excesses, Default Interest, Penalty Charges or other amounts not take any action that the Master Servicer would be prohibited from taking under the Pooling and Servicing Agreementspecifically addressed above in this Section 3.01(c)(19).

Section 3. 2224. References to the Master Servicer shall not be deemed to be references to the Primary Servicer for purposes of Section 3.22 of the Pooling and Servicing Agreement. Each provision of Section 3.22 of the Pooling and Servicing Agreement shall be enforceable against the Primary Servicer in accordance with the terms thereof to the extent applicable to a Designated Sub-Servicer or Designated Sub-Servicing Agreement. The Primary Servicer may enter into Sub-Servicing Agreements in connection with the Mortgage Loans; provided that each such Sub-Servicing Agreement and Sub-Servicer shall satisfy all requirements and conditions under Section 3.22 of the Pooling and Servicing Agreement applicable to a Sub-Servicing Agreement entered into, and Sub-Servicer retained by, the Master Servicer. Without limiting the foregoing, (i) such Sub-Servicing Agreement must be consistent with this Agreement and the Pooling and Servicing Agreement in all material respects; (ii) such Sub-Servicing Agreement must provide that if the Primary Servicer shall for any reason no longer act in such capacity hereunder, the Master Servicer or its designee or any other successor to the Master Servicer may either assume or terminate such Sub-Servicing Agreement without any termination fee; (iii) such Sub-Servicing Agreement may not be binding on the Master Servicer or successor (unless assumed as contemplated by clause (ii) above) or the Trust; (iv) the Primary Servicer shall deliver to the Master Servicer copies of all Sub-Servicing Agreements, and any amendments thereto and modifications thereof, entered into by it promptly upon its execution and delivery of such documents, (v) as part of its servicing activities hereunder, the Primary Servicer, for the benefit of the Master Servicer shall (at no expense to the Master Servicer) monitor the performance and enforce the obligations of the Sub-Servicer under such Sub-Servicing Agreement; (vi) such Sub-Servicing Agreement prohibits the Sub-Servicer from modifying any Mortgage Loan or commencing any foreclosure or similar proceedings with With respect to any Mortgaged Property without the modification, extension, waiver, consent of the Master Servicer and, further, prohibits the Sub-Servicer from taking any or other action that the Primary Servicer would be prohibited from taking hereunder; (vii) the Primary Servicer shall each remain obligated and liable to the Master Servicer for the performance of its obligations and duties under this Agreement in accordance with the provisions hereof to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans and/or REO Properties for which it is responsible; (viii) the Primary Servicer shall pay the fees of any Sub-Servicer retained contemplated by it in accordance with the respective Sub-Servicing Agreement and, in any event, from its own funds (or from funds otherwise then payable to it hereunder); and (ix) such Sub-Servicing Agreement requires the Sub-Servicer to comply with any applicable Regulation AB requirements under the Pooling and Servicing Agreement. Subject to Section 3.22 3.24 of the Pooling and Servicing Agreement, the Primary Servicer may delegate certain ministerial duties hereunder (such as inspections or financial statement reviews) to contractors; provided that (a) the Primary Sub-Servicer shall remain responsible for perform the actions obligations of such third-party contractors as if it were alone performing such actions and shall pay all fees and expenses of such third-party contractors; (b) such appointment imposes no additional duty on the Master Servicer under Section 3.24 of the Pooling and Servicing Agreement (including dealing directly with the Special Servicer on matters for which the Pooling and Servicing Agreement requires the Master Servicer to deal with the Special Servicer; and (c) the subject contractor (if it would be a Servicing Function Participant) is not a Prohibited Party at the time of such appointment unless (in the case of this clause (c)) the appointment of such contractor has been expressly approved by the Depositor. The Primary Servicer shall not modify any Mortgage Loan or commence any foreclosure or similar proceedings with respect to any Mortgaged Property without the consent prior review or approval of the Master Servicer, but subject to all requirements and restrictions set forth in Section 3.24 of the Primary Pooling and Servicing Agreement; provided, however, that the Sub-Servicer shall not take any action that copy the Master Servicer would be prohibited from taking on all correspondence to the Special Servicer regarding such matters and the Sub-Servicer shall prepare any package and analysis necessary to obtain any required Rating Agency Confirmation and forward such package to the Master Servicer for the Master Servicer to deal with the Rating Agencies. Notwithstanding anything herein to the contrary, the Sub-Servicer will not permit or consent to any modification, extension, waiver, consent or other action contemplated by Section 3.24 of the Pooling and Servicing Agreement (except with respect to an action that is neither a Special Servicer Decision nor a Major Decision) without the prior written consent of the Special Servicer. To the extent the Pooling and Servicing Agreement requires the Master Servicer to obtain any necessary approval or consent of (x) the Rating Agencies, the Master Servicer, not the Sub-Servicer, will deal directly with the Rating Agencies and (y) the Controlling Class Representative, the Sub-Servicer, not the Master Servicer, to the extent permitted under the Pooling and Servicing Agreement, will deal directly with the Controlling Class Representative. When forwarding a request for the approval of any lease or renewal or extension thereof, the Sub-Servicer shall forward to the Special Servicer the information concerning such lease required by, and in the form of, Exhibit I attached hereto.