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

Servicer to Act as Servicer; Special Servicer to Act as Special Servicer; Administration of the Mortgage Loans. (a) Each of the Servicer and the Special Servicer shall diligently service and administer the Mortgage Loans it is obligated to service pursuant to this Agreement on behalf of the Trustee and in the best interests of and for the benefit of the Certificateholders (as determined by the Servicer or the Special Servicer, as the case may be, in its good faith and reasonable judgment) in accordance with applicable law, the terms of this Agreement and the terms of the respective Mortgage Loans and, to the extent consistent with the foregoing, and in accordance with the higher of the following standards of care: (1) the same manner in which, and with the same care, skill, prudence and diligence with which the Servicer or Special Servicer, as the case may be, services and administers similar mortgage loans for other third-party portfolios, giving due consideration to the customary and usual standards of practice of prudent institutional multifamily and mobile home community mortgage lenders servicing their own mortgage loans and (2) the same care, skill, prudence and diligence with which the Servicer or Special Servicer, as the case may be, services and administers mortgage loans owned by the Servicer or Special Servicer, as the case may be, if applicable, in either case exercising reasonable business judgment and acting in accordance with applicable law, the terms of this Agreement, the respective Mortgage Loans or Specially Serviced Mortgage Loans, as applicable, and with a view to the maximization of timely recovery of principal and interest on a present value basis on the Mortgage Loans or Specially Serviced Mortgage Loans, as applicable, and the best interests of the Trust and the Certificateholders, as determined by the Servicer or Special Servicer, as the case may be, in its reasonable judgment, but without regard to: (i) any relationship that the Servicer or the Special Servicer, as the case may be, or any Affiliate thereof may have with the related Mortgagor or any other party to this Agreement; (ii) the ownership of any Certificate by the Servicer or the Special Servicer, as the case may be, or any Affiliate thereof; (iii) the Servicer's obligation to make Advances; (iv) the Servicer's or Special Servicer's, as the case may be, right to receive compensation for its services hereunder or with respect to any particular transaction and (v) any obligation of the Servicer (in its capacity as a Mortgage Loan Seller) to cure a breach of a representation or warranty or repurchase a Mortgage Loan (the foregoing, collectively referred to as the "Servicing Standards"). Without limiting the foregoing, subject to Section 3.21, the Special Servicer shall be obligated to service and administer (i) any Mortgage Loans as to which a Servicing Transfer Event has occurred and is continuing (the "Specially Serviced Mortgage Loans") and (ii) any REO Properties; provided, that the Servicer shall continue to make all calculations, and prepare, or cause to be prepared, all reports to the Certificateholders, required hereunder with respect to the Specially Serviced Mortgage Loans as if no Servicing Transfer Event had occurred and with respect to the REO Properties (and the related REO Loans) as if no REO Acquisition had occurred, and to render such incidental services with respect to such Specially Serviced Mortgage Loans and REO Properties as are specifically provided for herein; provided, further, however, that the Servicer shall not be liable for failure to comply with such duties insofar as such failure results from a failure of the Special Servicer to provide sufficient information to the Servicer to comply with such duties. Each Mortgage Loan that becomes a Specially Serviced Mortgage Loan shall continue as such until satisfaction of the conditions specified in Section 3.21(a). Without limiting the foregoing, subject to Section 3.21, the Servicer shall be obligated to service and administer all Mortgage Loans which are not Specially Serviced Mortgage Loans; provided, that the Special Servicer shall make the inspections, use its reasonable best efforts to collect the statements and shall prepare the reports in respect of the related Mortgaged Properties with respect to Specially Serviced Mortgage Loans in accordance with Section 3.12.

Servicer to Act as Servicer; Special Servicer to Act as Special Servicer; Administration of the Mortgage Loans. (aa)(i) Each of the Servicer and the Special The Servicer shall diligently service and administer the Mortgage Loans and the Companion Loans it is obligated to service pursuant to this Agreement as an independent contractor on behalf of the Trustee Trust and in the best interests of and for the benefit of the Certificateholders and, in the case of the Companion Loans, the Companion Holder and the Trustee (as holder of the Uncertificated Lower-Tier Interests) as a collective whole, taking into account the subordinate or pari passu nature of the Companion Loans, as the case may be (as determined by the Servicer or the Special Servicer, as the case may be, in its good faith and reasonable judgment) in accordance with applicable law, the terms of this Agreement (and with respect to each Loan Pair, the related Intercreditor Agreement) and the terms of the respective Mortgage Loans and, if applicable, the Companion Loans, and to the extent consistent with the foregoing, and in accordance with the higher of the following standards of care: (1) the same manner in which, and with the same care, skill, prudence skill and diligence as is normal and usual in its mortgage servicing activities on behalf of third-parties or on behalf of itself, whichever is higher, with which the Servicer or Special Servicer, as the case may be, services and administers similar respect to mortgage loans for other third-party portfolios, giving due consideration that are comparable to the customary and usual standards of practice of prudent institutional multifamily and mobile home community mortgage lenders servicing their own mortgage loans and Mortgage Loans, (2) with a view to the same care, skill, prudence timely collection of all principal and diligence with which interest and other amounts due and payable under the Servicer or Special Servicer, as the case may be, services and administers mortgage loans owned by the Servicer or Special Servicer, as the case may beMortgage Loans or, if applicable, in either case exercising reasonable business judgment the Companion Loans and acting in accordance with applicable lawthe AB Mortgage Loan as a collective whole, taking into account the terms subordination or pari passu nature of this Agreement, the respective Mortgage Loans or Specially Serviced Mortgage Companion Loans, as applicable, and with a view to the maximization of timely recovery of principal and interest on a present value basis on the Mortgage Loans or Specially Serviced Mortgage Loans, as applicable, and the best interests of the Trust and the Certificateholders, as determined by the Servicer or Special Servicer, as the case may be, in its reasonable judgment, but without regard to: (i1) any relationship that the Servicer or the Special Servicer, as the case may be, or any Affiliate thereof of the Servicer may have with the related Mortgagor or any other party to this AgreementMortgagor; (ii2) the ownership of any Certificate by the Servicer or the Special Servicer, as the case may be, or any Affiliate thereofof the Servicer; (iii3) the Servicer's obligation to make Advances; Advances and (iv4) the adequacy of the Servicer's or Special Servicer's, as the case may be, right to receive compensation payable to it and reimbursement for its services costs hereunder or with respect to any particular transaction and (v) any obligation of the Servicer (in its capacity as a Mortgage Loan Seller) to cure a breach of a representation or warranty or repurchase a Mortgage Loan (the foregoing, collectively referred to as the "Servicer Servicing Standards"). Without limiting With respect to a Loan Pair, in the foregoing, subject to Section 3.21event of a conflict between this Agreement and the related Intercreditor Agreement, the Special Servicer Intercreditor Agreement shall be obligated to service and administer (i) any Mortgage Loans as to which a Servicing Transfer Event has occurred and is continuing (the "Specially Serviced Mortgage Loans") and (ii) any REO Propertiescontrol; provided, in no event shall the Servicer be required to violate the REMIC Provisions or the Servicer Servicing Standard. Pursuant to the terms of the Intercreditor Agreements relating to the AB Mortgage Loans, it is contemplated that the Mortgagor under each AB Mortgage Loan and its related Mezz Cap B Loan will remit payments on the AB Mortgage Loan to the Servicer shall continue to make all calculationshereunder, and preparefor each Mezz Cap B Loan that has been securitized and for each Mezz Cap B Loan that is securitized in the future, or cause to be prepared, all reports the related Mortgagor will remit payments on such Mezz Cap B Loans directly to the Certificateholders, required hereunder with respect to the Specially Serviced Mortgage Loans as if no Servicing Transfer Event had occurred and with respect to the REO Properties (and the related REO Loans) as if no REO Acquisition had occurred, and to render servicer for such incidental services with respect to such Specially Serviced Mortgage Loans and REO Properties as are specifically provided for hereinsecuritizations; provided, further, however, that under the Servicer shall not circumstances identified in the related Intercreditor Agreements, the Mortgagor under each Mezz Cap B Loan (even after such Mezz Cap B Loan has been securitized) will be liable for failure required to comply with remit payments on such duties insofar as such failure results from a failure of the Special Servicer to provide sufficient information Mezz Cap B Loan directly to the Servicer to comply with such duties. Each Mortgage Loan that becomes a Specially Serviced Mortgage Loan shall continue as such until satisfaction of the conditions specified in Section 3.21(a). Without limiting the foregoing, subject to Section 3.21, the Servicer shall be obligated to service and administer all Mortgage Loans which are not Specially Serviced Mortgage Loans; provided, that the Special Servicer shall make the inspections, use its reasonable best efforts to collect the statements and shall prepare the reports in respect of the related Mortgaged Properties with respect to Specially Serviced Mortgage Loans in accordance with Section 3.12under this Agreement.

Servicer to Act as Servicer; Special Servicer to Act as Special Servicer; Administration of the Mortgage Loans. (a) Each of the Servicer and the Special (i) The Servicer shall diligently service and administer the Mortgage Loans (other than the Forum Shops Mortgage Loan, which will be serviced pursuant to the Forum Shops Pooling Agreement) and the Companion Loans it is obligated to service pursuant to this Agreement as an independent contractor on behalf of the Trustee Trust and in the best interests of and for the benefit of the Certificateholders and, in the case of the Companion Loans, the Companion Holders and the Trustee (as holder of the Uncertificated Lower-Tier Interests) as a collective whole, taking into account the subordination of the Companion Loans (as determined by the Servicer or the Special Servicer, as the case may be, in its good faith and reasonable judgment) in accordance with applicable law, the terms of this Agreement (and with respect to a Loan Pair, the related Intercreditor Agreement) and the terms of the respective Mortgage Loans and, if applicable, the Companion Loans, and to the extent consistent with the foregoing, and in accordance with the higher of the following standards of care: (1) the same manner in which, and with the same care, skill, prudence skill and diligence as is normal and usual in its mortgage servicing activities on behalf of third-parties or on behalf of itself, whichever is higher, with which the Servicer or Special Servicer, as the case may be, services and administers similar respect to mortgage loans for other third-party portfolios, giving due consideration that are comparable to the customary and usual standards of practice of prudent institutional multifamily and mobile home community mortgage lenders servicing their own mortgage loans and Mortgage Loans, (2) with a view to the same care, skill, prudence timely collection of all principal and diligence with which interest under the Servicer or Special Servicer, as the case may be, services and administers mortgage loans owned by the Servicer or Special Servicer, as the case may beMortgage Loans or, if applicable, in either case exercising reasonable business judgment the Companion Loans and acting in accordance with applicable law, the terms of this Agreement, the respective AB Mortgage Loans or Specially Serviced Mortgage as a collective whole, taking into account the subordination of the Companion Loans, as applicable, and with a view to the maximization of timely recovery of principal and interest on a present value basis on the Mortgage Loans or Specially Serviced Mortgage Loans, as applicable, and the best interests of the Trust and the Certificateholders, as determined by the Servicer or Special Servicer, as the case may be, in its reasonable judgment, but (3) without regard to: (iA) any relationship that the Servicer or the Special Servicer, as the case may be, or any Affiliate thereof of the Servicer may have with the related Mortgagor or any other party to this AgreementMortgagor; (iiB) the ownership of any Certificate by the Servicer or the Special Servicer, as the case may be, or any Affiliate thereofof the Servicer; (iiiC) the Servicer's obligation to make Advances; Advances and (ivD) the Servicer's or Special Servicer's, as the case may be, right to receive compensation payable to it and reimbursement for its services costs hereunder or with respect to any particular transaction and (v) any obligation of the Servicer (in its capacity as a Mortgage Loan Seller) to cure a breach of a representation or warranty or repurchase a Mortgage Loan (the foregoing, collectively referred to as the "Servicer Servicing StandardsStandard"). Without limiting With respect to a Loan Pair, in the foregoingevent of a conflict between this Agreement and the related Intercreditor Agreement, subject to Section 3.21the Intercreditor Agreement shall control; provided, that neither the Servicer nor the Special Servicer shall be obligated required to service and administer (i) any Mortgage Loans as violate the REMIC Provisions or the Servicer Servicing Standard. Pursuant to which a Servicing Transfer Event has occurred and is continuing (the "Specially Serviced terms of the Intercreditor Agreements relating to the AB Mortgage Loans") and (ii) any REO Properties; provided, it is contemplated that the Mortgagor under each AB Mortgage Loan and its related Companion Loan will remit payments on the AB Mortgage Loan to the Servicer shall continue to make all calculationshereunder, and preparefor each Companion Loan that has been securitized and for each Companion Loan that is securitized in the future, or cause to be prepared, all reports the related Mortgagor will remit payments on such Companion Loans directly to the Certificateholdersservicer for such securitizations (as of the Closing Date, required hereunder with respect to the Specially Serviced Mortgage Loans as if no Servicing Transfer Event had occurred and with respect to Central Park Office Companion Loan, the REO Properties (Grandview Meadows Companion Loan and the related REO Loans) as if no REO Acquisition had occurredMarshall Apartments Companion Loan, and the xxxxxxx Mortgagor will remit paxxxxxx xn such loans to render such incidental services with respect to such Specially Serviced Wachovia Bank, National Association, the servicer under the Mezz Cap Commercial Mortgage Loans and REO Properties as are specifically provided for hereinTrust, Commercial Mortgage Pass-Through Certificates Series 2004-C1); provided, further, however, that under the Servicer shall not circumstances identified in the related Intercreditor Agreements, the Mortgagor under each Companion Loan (even after such Companion Loan has been securitized) will be liable for failure required to comply with remit payments on such duties insofar as such failure results from a failure of the Special Servicer to provide sufficient information Companion Loan directly to the Servicer to comply with such duties. Each Mortgage Loan that becomes a Specially Serviced Mortgage Loan shall continue as such until satisfaction of the conditions specified in Section 3.21(a). Without limiting the foregoing, subject to Section 3.21, the Servicer shall be obligated to service and administer all Mortgage Loans which are not Specially Serviced Mortgage Loans; provided, that the Special Servicer shall make the inspections, use its reasonable best efforts to collect the statements and shall prepare the reports in respect of the related Mortgaged Properties with respect to Specially Serviced Mortgage Loans in accordance with Section 3.12under this Agreement.

Servicer to Act as Servicer; Special Servicer to Act as Special Servicer; Administration of the Mortgage Loans. (a) Each of the Servicer and the Special Servicer shall diligently service and administer the Mortgage Loans it is obligated to service pursuant to this Agreement on behalf of the Trustee and in the best interests of and for the benefit of the Certificateholders and the Trustee (as holder of the Uncertificated Lower-Tier Interests) (as determined by the Servicer or the Special Servicer, as the case may be, in its good faith and reasonable judgment) in accordance with applicable law, the terms of this Agreement and the terms of the respective Mortgage Loans andLoans, to the extent consistent with the foregoing, and in accordance with the higher of the following standards of care: (1) in the same manner in which, and with the same care, skill, prudence and diligence with which the Servicer or Special Servicer, as the case may be, services and administers similar mortgage loans for other third-party portfolios, giving due consideration to the customary and usual standards of practice of prudent institutional institutional, multifamily and mobile home community commercial mortgage lenders servicing their own mortgage loans and (2) the same care, skill, prudence and diligence with which the Servicer or the Special Servicer, as the case may be, services and administers similar mortgage loans owned by the Servicer or the Special Servicer, as the case may be, if applicable, in either case exercising reasonable business judgment and acting in accordance with applicable law, the terms of this Agreement, the respective Mortgage Loans or Specially Serviced Mortgage Loans, as applicable, and with a view to the maximization of timely recovery of principal and interest on a net present value basis on the Mortgage Loans or Specially Serviced Mortgage Loans, as applicable, and the best interests of the Trust and the Certificateholders, as determined by the Servicer or the Special Servicer, as the case may be, in its reasonable judgment, but without regard to: (i) any relationship that the Servicer, the Special Servicer or any Affiliate of the Servicer or the Special ServicerServicer may have with any Mortgagor, as the case may beany Mortgage Loan Seller, or any Affiliate thereof may have with the related Mortgagor or any other party parties to this Agreement; (ii) the ownership of any Certificate by the Servicer, the Special Servicer or any Affiliate of the Servicer or Special Servicer, as the case may be, or any Affiliate thereofapplicable; (iii) the Servicer's obligation to make Advances; (iv) the Servicer's or Special Servicer's, as the case may be, right to receive compensation for its services hereunder or with respect to any particular transaction and (v) any obligation of the Servicer (in its capacity as a Mortgage Loan Seller) to cure a breach of a representation or warranty or repurchase a Mortgage Loan mortgage loan (the foregoing, collectively referred to as the "Servicing Standards"). Without limiting the foregoing, subject to Section 3.21, the Special Servicer shall be obligated to service and administer (i) any Mortgage Loans as to which a Servicing Transfer Event has occurred and is continuing (the "Specially Serviced Mortgage Loans") and (ii) any REO Properties; provided, that the Servicer shall continue to receive payments and make all calculations, and prepare, or cause to be prepared, all reports to the Certificateholders, required hereunder with respect to the Specially Serviced Mortgage Loans Loans, except for the reports specified herein as prepared by the Special Servicer, as if no Servicing Transfer Event had occurred and with respect to the REO Properties (and the related REO Loans) as if no REO Acquisition had occurred, and to render such incidental services with respect to such Specially Serviced Mortgage Loans and REO Properties as are specifically provided for herein; provided, further, however, that the Servicer shall not be liable for failure to comply with such duties insofar as such failure results from a failure of the Special Servicer to provide sufficient information to the Servicer to comply with such dutiesduties or failure by the Special Servicer to otherwise comply with its obligations hereunder. Each Mortgage Loan that becomes a Specially Serviced Mortgage Loan shall continue as such until satisfaction of the conditions specified in Section 3.21(a). Without limiting the foregoing, subject to Section 3.21, the Servicer shall be obligated to service and administer all Mortgage Loans which are not Specially Serviced Mortgage Loans; provided, that the Special Servicer shall make the inspections, use its reasonable best efforts to collect the statements and shall prepare the reports in respect of the related Mortgaged Properties with respect to Specially Serviced Mortgage Loans in accordance with Section 3.12.

Servicer to Act as Servicer; Special Servicer to Act as Special Servicer; Administration of the Mortgage Loans. (a) Each of the Servicer and the Special Servicer shall diligently service and administer the Mortgage Loans (and the Companion Loan) it is obligated to service pursuant to this Agreement on behalf of the Trustee Trust and in the best interests of and for the benefit of the Certificateholders and, in the case of the Companion Loan, the Companion Holder and the Trustee (as holder of the Uncertificated Lower-Tier Interests) (as determined by the Servicer or the Special Servicer, as the case may be, in its good faith and reasonable judgment) in accordance with applicable law, the terms of this Agreement (and, with respect to the Loan Pair, the related Intercreditor Agreement) and the terms of the respective Mortgage Loans and, if applicable, the Companion Loan, taking into account the subordinate nature of the Companion Loan. With respect to the Loan Pair, in the event of a conflict between this Agreement and the related Intercreditor Agreement, the Intercreditor Agreement shall control; provided, in no event shall the Servicer or Special Servicer take any action or omit to take any action in accordance with the terms of any Intercreditor Agreement that would cause such servicer to violate the Servicing Standard. To the extent consistent with the foregoing, and in accordance with the higher of the following standards of care: (1) in the same manner in which, and with the same care, skill, prudence and diligence with which the Servicer or the Special Servicer, as the case may be, services and administers similar mortgage loans for other third-party portfolios, giving due consideration to the customary and usual standards of practice of prudent institutional multifamily and mobile home community mortgage lenders servicing their own mortgage loans portfolios and (2) the same care, skill, prudence and diligence with which the Servicer or the Special Servicer, as the case may be, services and administers similar mortgage loans owned by the Servicer or the Special Servicer, as the case may be, if applicable, in either case exercising reasonable business judgment and acting in accordance with applicable law, the terms of this Agreement, the respective Mortgage Loans or Specially Serviced Mortgage Loans, as applicable, and with a view to the maximization of timely recovery of principal and interest on a net present value basis on the Mortgage Loans Loans, the Companion Loan or the Specially Serviced Mortgage Loans, as applicable, and the best interests of the Trust Trust, the Companion Holder and the Certificateholders, as determined by the Servicer or the Special Servicer, as the case may be, in its reasonable judgment, in either case, giving due consideration to the customary and usual standards of practice of prudent institutional, multifamily and commercial mortgage lenders, loan servicers and asset managers, but without regard to: (i) any relationship that the Servicer, the Special Servicer or any Affiliate of the Servicer or the Special ServicerServicer may have with any Mortgagor, as the case may beany Mortgage Loan Seller, or any Affiliate thereof may have with the related Mortgagor or any other party parties to this Agreement; (ii) the ownership of any Certificate by the Servicer, the Special Servicer or any Affiliate of the Servicer or Special Servicer, as the case may be, or any Affiliate thereofapplicable; (iii) the Servicer's or Special Servicer's (at its option) obligation to make Advances; (iv) the adequacy of the Servicer's or Special Servicer's, as the case may be, right to receive compensation for its services and reimbursement for its costs hereunder or with respect to any particular transaction and transaction; (v) the ownership, servicing or management for others of any other mortgage loans or mortgaged properties by the Servicer or Special Servicer; (vi) any obligation of the Servicer or any of its affiliates (in its their capacity as a Mortgage Loan Seller) to cure a breach of a representation or warranty or repurchase a the Mortgage Loan and (vii) any other debt the Servicer or any of its Affiliates has extended to any Mortgagor or any of its Affiliates (the foregoing, collectively referred to as the "Servicing Standards"). Without limiting the foregoing, subject to Section 3.21, the Special Servicer shall be obligated to service and administer (i) any Mortgage Loans (and the Companion Loan) as to which a Servicing Transfer Event has occurred and is continuing (the "Specially Serviced Mortgage Loans") and (ii) any REO Properties; provided, provided that the Servicer shall continue to receive payments and make all calculations, and prepare, or cause to be prepared, all reports to the Certificateholdersreports, required hereunder with respect to the Specially Serviced Mortgage Loans Loans, except for the reports specified herein as prepared by the Special Servicer, as if no Servicing Transfer Event had occurred and with respect to the REO Properties (and the related REO Loans) as if no REO Acquisition had occurred, and to render such incidental services with respect to such Specially Serviced Mortgage Loans and REO Properties as are specifically provided for herein; provided, further, however, that the Servicer shall not be liable for failure to comply with such duties insofar as such failure results from a failure of the Special Servicer to provide sufficient information to the Servicer to comply with such dutiesduties or failure by the Special Servicer to otherwise comply with its obligations hereunder. Each Mortgage Loan or Companion Loan that becomes a Specially Serviced Mortgage Loan shall continue as such until satisfaction of the conditions specified in Section 3.21(a). Without limiting the foregoing, subject to Section 3.21, the Servicer shall be obligated to service and administer all Mortgage Loans (and the Companion Loan) which are not Specially Serviced Mortgage Loans; provided, provided that the Special Servicer shall make the inspections, use its reasonable best efforts to collect the statements and shall forward to the Servicer to prepare the reports in respect of the related Mortgaged Properties with respect to Specially Serviced Mortgage Loans in accordance with Section 3.12; and provided further, that after notification to the Servicer, the Special Servicer may coordinate with the Servicer to contact the Mortgagor of any Non-Specially Serviced Mortgage Loan if efforts by the Servicer to collect required financial information have been unsuccessful or any other issues remain unresolved. The Special Servicer's actions shall be coordinated through and with the cooperation of the Servicer.

Servicer to Act as Servicer; Special Servicer to Act as Special Servicer; Administration of the Mortgage Loans. (a) Each of the Servicer and the Special Servicer shall diligently service and administer the Mortgage Loans and the Companion Loans it is obligated to service pursuant to this Agreement on behalf of the Trustee Trust and in the best interests of and for the benefit of the Certificateholders and, in the case of the Companion Loans, the Companion Holder and the Trustee (as holder of the Uncertificated Lower-Tier Interests and the Loan REMIC Regular Interests) (as determined by the Servicer or the Special Servicer, as the case may be, in its good faith and reasonable judgment) in accordance with applicable law, the terms of this Agreement (and, with respect to each Loan Pair, the related AB Intercreditor Agreement) and the terms of the respective Mortgage Loans Loans, and, if applicable, the related Companion Loan. With respect to each Loan Pair, in the event of a conflict between this Agreement and the related AB Intercreditor Agreement, the related AB Intercreditor Agreement shall control; provided, in no event shall the Servicer or Special Servicer take any action or omit to take any action in accordance with the terms of any AB Intercreditor Agreement that would cause such servicer to violate the Servicing Standard. To the extent consistent with the foregoing, the Servicer and the Special Servicer shall service the Mortgage Loans in accordance with the higher of the following standards of care: (1) in the same manner in which, and with the same care, skill, prudence and diligence with which the Servicer or the Special Servicer, as the case may be, services and administers similar mortgage loans for other third-party portfolios, giving due consideration to the customary and usual standards of practice of prudent institutional multifamily and mobile home community mortgage lenders servicing their own mortgage loans portfolios and (2) the same care, skill, prudence and diligence with which the Servicer or the Special Servicer, as the case may be, services and administers similar mortgage loans owned by the Servicer or the Special Servicer, as the case may be, if applicable, in either case exercising reasonable business judgment and acting in accordance with applicable law, the terms of this Agreement, the respective Mortgage Loans or Specially Serviced Mortgage Loans, as applicable, and with a view to the maximization of timely recovery of principal and interest on a net present value basis on the Mortgage Loans, Companion Loans or Specially Serviced Mortgage Loans, as applicable, and the best interests of the Trust and the CertificateholdersCertificateholders (and, in connection with the AB Mortgage Loans, the Companion Holders), as determined by the Servicer or the Special Servicer, as the case may be, in its reasonable judgment, in either case, giving due consideration to the customary and usual standards of practice of prudent institutional, multifamily and commercial mortgage lenders, loan servicers and asset managers and giving due consideration that each Companion Loan is subordinate to that of the corresponding Mortgage Loan, but without regard to: (i) any relationship that the Servicer, the Special Servicer or any Affiliate of the Servicer or the Special ServicerServicer may have with any Mortgagor, as the case may beany Mortgage Loan Seller, or any Affiliate thereof may have with the related Mortgagor or any other party parties to this Agreement; (ii) the ownership of any Certificate by the Servicer, the Special Servicer or any Affiliate of the Servicer or Special Servicer, as the case may be, or any Affiliate thereofapplicable; (iii) the Servicer's obligation or the Special Servicer's option to make Advances; (iv) the adequacy of the Servicer's or Special Servicer's, as the case may be, right to receive compensation for its services and reimbursement for its costs hereunder or with respect to any particular transaction and transaction; (v) the ownership, servicing or management for others of any obligation of other mortgage loans or mortgaged properties by the Servicer or Special Servicer; and (in vi) any other debt the Servicer or any of its capacity as a Mortgage Loan Seller) Affiliates has extended to cure a breach any Mortgagor or any of a representation or warranty or repurchase a Mortgage Loan its Affiliates (the foregoing, collectively collectively, referred to as the "Servicing Standards"). Without limiting the foregoing, subject to Section 3.21, the Special Servicer shall be obligated to service and administer (i) any Mortgage Loans or Companion Loan as to which a Servicing Transfer Event has occurred and is continuing (the "Specially Serviced Mortgage Loans") and (ii) any REO Properties; provided, provided that the Servicer shall continue to receive payments and make all calculations, and prepare, or cause to be prepared, all reports to the Certificateholdersreports, required hereunder with respect to the Specially Serviced Mortgage Loans Loans, except for the reports specified herein as prepared by the Special Servicer, as if no Servicing Transfer Event had occurred and with respect to the REO Properties (and the related REO Loans) as if no REO Acquisition had occurred, and to render such incidental services with respect to such Specially Serviced Mortgage Loans and REO Properties as are specifically provided for herein; provided, further, however, that the Servicer shall not be liable for failure to comply with such duties insofar as such failure results from a failure of the Special Servicer to provide sufficient information to the Servicer to comply with such dutiesduties or failure by the Special Servicer to otherwise comply with its obligations hereunder. Each Mortgage Loan or Companion Loan that becomes a Specially Serviced Mortgage Loan shall continue as such until satisfaction of the conditions specified in Section 3.21(a). Without limiting the foregoing, subject to Section 3.21, the Servicer shall be obligated to service and administer all Mortgage Loans or Companion Loans which are not Specially Serviced Mortgage Loans; provided, that the Special Servicer shall make the inspections, use its reasonable best efforts to collect the statements and shall prepare the reports in respect of the related Mortgaged Properties with respect to Specially Serviced Mortgage Loans in accordance with Section 3.12.not

Servicer to Act as Servicer; Special Servicer to Act as Special Servicer; Administration of the Mortgage Loans. (a) Each of the Servicer and the Special Servicer shall diligently service and administer the Mortgage Loans it is obligated to service pursuant to this Agreement on behalf of the Trustee and in the best interests of and for the benefit of the Certificateholders (as determined by the Servicer or the Special Servicer, as the case may be, in its good faith and reasonable judgment) in accordance with applicable law, the terms of this Agreement and the terms of the respective Mortgage Loans and, to the extent consistent with the foregoing, and in accordance with the higher of the following standards of care: (1) the same manner in which, and with the same care, skill, prudence and diligence with which the Servicer or Special Servicer, as the case may be, services and administers similar mortgage loans for other third-party portfolios, giving due consideration to the customary and usual standards of practice of prudent institutional multifamily and mobile home community commercial mortgage lenders servicing their own mortgage loans and (2) the same care, skill, prudence and diligence with which the Servicer or Special Servicer, as the case may be, services and administers commercial, multifamily and mobile home community mortgage loans owned by the Servicer or Special Servicer, as the case may be, if applicable, in either case exercising reasonable business judgment and acting in accordance with applicable law, the terms of this Agreement, the respective Mortgage Loans or Specially Serviced Mortgage Loans, as applicable, and with a view to the maximization of timely recovery of principal and interest on a present value basis on the Mortgage Loans or Specially Serviced Mortgage Loans, as applicable, and the best interests of the Trust and the Certificateholders, as determined by the Servicer or Special Servicer, as the case may be, in its reasonable judgment, but without regard to: (i) any relationship that the Servicer or the Special Servicer, as the case may be, or any Affiliate thereof may have with the related Mortgagor or any other party to this Agreement; (ii) the ownership of any Certificate by the Servicer or the Special Servicer, as the case may be, or any Affiliate thereof; (iii) the Servicer's obligation to make Advances; (iv) the Servicer's or Special Servicer's, as the case may be, right to receive compensation for its services hereunder or with respect to any particular transaction and (v) any obligation of the Servicer (in its capacity as a Mortgage Loan Seller) to cure a breach of a representation or warranty or repurchase a Mortgage Loan (the foregoing, collectively referred to as the "Servicing Standards"). Without limiting the foregoing, subject to Section 3.21, the Special Servicer shall be obligated to service and administer (i) any Mortgage Loans as to which a Servicing Transfer Event has occurred and is continuing (the "Specially Serviced Mortgage Loans") and (ii) any REO Properties; provided, that the Servicer shall continue to make all calculations, and prepare, or cause to be prepared, all reports to the Certificateholders, required hereunder with respect to the Specially Serviced Mortgage Loans as if no Servicing Transfer Event had occurred and with respect to the REO Properties (and the related REO Loans) as if no REO Acquisition had occurred, and to render such incidental services with respect to such Specially Serviced Mortgage Loans and REO Properties as are specifically provided for herein; provided, further, however, that the Servicer shall not be liable for failure to comply with such duties insofar as such failure results from a failure of the Special Servicer to provide sufficient information to the Servicer to comply with such duties. Each Mortgage Loan that becomes a Specially Serviced Mortgage Loan shall continue as such until satisfaction of the conditions specified in Section 3.21(a). Without limiting the foregoing, subject to Section 3.21, the Servicer shall be obligated to service and administer all Mortgage Loans which are not Specially Serviced Mortgage Loans; provided, that the Special Servicer shall make the inspections, use its reasonable best efforts to collect the statements and shall prepare the reports in respect of the related Mortgaged Properties with respect to Specially Serviced Mortgage Loans in accordance with Section 3.12.

Servicer to Act as Servicer; Special Servicer to Act as Special Servicer; Administration of the Mortgage Loans. (a) Each of the Servicer and the Special Servicer shall diligently service and administer the Mortgage Loans and the Companion Loans it is obligated to service pursuant to this Agreement on behalf of the Trustee Trust and in the best interests of and for the benefit of the Certificateholders and, in the case of the Companion Loans, the related Companion Holders and the Trustee (as holder of the Uncertificated Lower-Tier Interests and the Loan REMIC Regular Interests) (as determined by the Servicer or the Special Servicer, as the case may be, in its good faith and reasonable judgment) in accordance with applicable law, the terms of this Agreement (and, with respect to each Loan Pair, the related AB Intercreditor Agreement) and the terms of the respective Mortgage Loans Loans, and, if applicable, the related Companion Loan. With respect to each Loan Pair, in the event of a conflict between this Agreement and the related AB Intercreditor Agreement, the related AB Intercreditor Agreement shall control; provided, in no event shall the Servicer or Special Servicer take any action or omit to take any action in accordance with the terms of any AB Intercreditor Agreement that would cause such servicer to violate the Servicing Standards. To the extent consistent with the foregoing, the Servicer and the Special Servicer shall service the Mortgage Loans in accordance with the higher of the following standards of care: (1) in the same manner in which, and with the same care, skill, prudence and diligence with which the Servicer or the Special Servicer, as the case may be, services and administers similar mortgage loans for other third-party portfolios, giving due consideration to the customary and usual standards of practice of prudent institutional multifamily and mobile home community mortgage lenders servicing their own mortgage loans portfolios and (2) the same care, skill, prudence and diligence with which the Servicer or the Special Servicer, as the case may be, services and administers similar mortgage loans owned by the Servicer or the Special Servicer, as the case may be, if applicable, in either case exercising reasonable business judgment and acting in accordance with applicable lawcase, the terms of this Agreement, the respective Mortgage Loans or Specially Serviced Mortgage Loans, as applicable, and with a view to the maximization of timely recovery of principal and interest on a net present value basis on the Mortgage Loans or Specially Serviced Mortgage LoansLoans and any related Companion Loan, as applicable, and the best interests of the Trust and the CertificateholdersCertificateholders (and in the case of AB Mortgage Loans or the One Post Office Square Whole Loan, the holder of the Regular Certificates, the holder of the Class PS Certificates or the related Companion Holder, as applicable (all as a collective whole)), as determined by the Servicer or the Special Servicer, as the case may be, in its reasonable judgment, but without regard to: (i) any known relationship that the Servicer, the Special Servicer or any Affiliate of the Servicer or the Special ServicerServicer may have with any Mortgagor or any Affiliate of such Mortgagor, as the case may beany Mortgage Loan Seller, or any Affiliate thereof may have with the related Mortgagor or any other party parties to this Agreement; (ii) the ownership of any Certificate or other interest in any Mortgage Loan and any One Post Office Square Companion Loan Securities by the Servicer, the Special Servicer or any Affiliate of the Servicer or the Special Servicer, as the case may be, or any Affiliate thereofapplicable; (iii) the Servicer's obligation or the Special Servicer's option to make AdvancesAdvances or to otherwise incur servicing expenses; (iv) the Servicer's or Special Servicer's, as the case may be, right to receive compensation for its services and reimbursement for its costs hereunder or with respect to any particular transaction transaction; (v) the ownership, servicing or management for others of any other mortgage loans or mortgaged properties by the Servicer or Special Servicer; (vi) any other debt the Servicer or the Special Servicer or any of their respective Affiliates have extended to any Mortgagor or any of its known Affiliates and (vvii) any obligation of the Servicer (in its capacity as a Mortgage Loan Seller) or the Special Servicer, or any Affiliate thereof, to cure a breach of a representation or warranty pay indemnity with respect to, or repurchase a any Mortgage Loan (the foregoing, collectively collectively, referred to as the "Servicing Standards"). Without limiting the foregoing, subject to Section 3.21, the Special Servicer shall be obligated to service and administer (i) any Mortgage Loans or Companion Loan as to which a Servicing Transfer Event has occurred and is continuing (the "Specially Serviced Mortgage Loans") and (ii) any REO Properties; provided, provided that the Servicer shall continue to receive payments and make all calculations, and prepare, or cause to be prepared, all reports to the Certificateholdersreports, required hereunder with respect to the Specially Serviced Mortgage Loans Loans, except for the reports specified herein as prepared by the Special Servicer, as if no Servicing Transfer Event had occurred and with respect to the REO Properties (and the related REO Loans) as if no REO Acquisition had occurred, and to render such incidental services with respect to such Specially Serviced Mortgage Loans and REO Properties as are specifically provided for herein; provided, further, however, that the Servicer shall not be liable for failure to comply with such duties insofar as such failure results solely from a failure of the Special Servicer to provide sufficient information to the Servicer to comply with such dutiesduties or failure by the Special Servicer to otherwise comply with its obligations hereunder. Each Mortgage Loan or Companion Loan that becomes a Specially Serviced Mortgage Loan shall continue as such until satisfaction of the conditions specified in Section 3.21(a). Without limiting the foregoing, subject to Section 3.21, the Servicer shall be obligated to service and administer all Mortgage Loans or Companion Loans which are not Specially Serviced Mortgage Loans; provided, that the Special Servicer shall make the inspections, use its reasonable best efforts to collect the statements and shall prepare the reports in respect of the related Mortgaged Properties with respect to Specially Serviced Mortgage Loans in accordance with Section 3.12.not

Servicer to Act as Servicer; Special Servicer to Act as Special Servicer; Administration of the Mortgage Loans. (a) Each of the Servicer and the Special Servicer shall diligently service and administer the Mortgage Loans which it is obligated to service pursuant to this Agreement on behalf of the Trustee and in the best interests of and for the benefit of the Certificateholders (as determined by the Servicer or the Special Servicer, as the case may be, in its good faith and reasonable judgment) in accordance with applicable law, the terms of this Agreement and the terms of the respective Mortgage Loans and, to the extent consistent with the foregoing, and in accordance with the higher of the following standards of care: (1) the same manner in which, and with the same care, skill, prudence and diligence with which the Servicer or Special Servicer, as the case may be, services and administers similar mortgage loans for other third-party portfolios, giving due consideration to the customary and usual standards of practice of prudent institutional multifamily and mobile home community commercial mortgage lenders servicing their own mortgage loans and (2) the same care, skill, prudence and diligence with which the Servicer or Special Servicer, as the case may be, services and administers commercial, multifamily and mobile home community mortgage loans owned by the Servicer or Special Servicer, as the case may be, if applicable, in either case exercising reasonable business judgment and acting in accordance with applicable law, the terms of this Agreement, the respective Mortgage Loans or Specially Serviced Mortgage Loans, as applicable, and with a view to the maximization of timely recovery of principal of and interest on a present value basis on the Mortgage Loans or Specially Serviced Mortgage Loans, as applicable, and the best interests of the Trust and the Certificateholders, as determined by the Servicer or Special Servicer, as the case may be, in its reasonable judgment, but without regard to: (i) any relationship that the Servicer or the Special Servicer, as the case may be, or any Affiliate thereof may have with the related Mortgagor or any other party to this Agreement; (ii) the ownership of any Certificate by the Servicer or the Special Servicer, as the case may be, or any Affiliate thereof; (iii) the Servicer's obligation to make Advances; and (iv) the Servicer's or Special Servicer's, as the case may be, right to receive compensation for its services hereunder or with respect to any particular transaction and (v) any obligation of the Servicer (in its capacity as a Mortgage Loan Seller) to cure a breach of a representation or warranty or repurchase a Mortgage Loan (the foregoing, collectively referred to as the "Servicing Standards"). Without limiting the foregoing, subject to Section 3.21, the Special Servicer shall be obligated to service and administer (i) any Mortgage Loans as to which a Servicing Transfer Event has occurred and is continuing (the "Specially Serviced Mortgage Loans") and (ii) any REO Properties; provided, however, that the Servicer shall continue to make all calculations, and prepare, or cause to be prepared, all reports to the Certificateholders, Certificateholders required hereunder with respect to the Specially Serviced Mortgage Loans as if no Servicing Transfer Event had occurred and with respect to the REO Properties (and the related REO Loans) as if no REO Acquisition had occurred, and to render such incidental services with respect to such Specially Serviced Mortgage Loans and REO Properties as are specifically provided for herein; provided, further, however, that the Servicer shall not be liable for failure to comply with such duties insofar as such failure results from a failure of the Special Servicer to provide sufficient information to the Servicer to comply with such duties. Each Mortgage Loan that becomes a Specially Serviced Mortgage Loan shall continue as such until satisfaction of the conditions specified in Section 3.21(a). Without limiting the foregoing, subject to Section 3.21, the Servicer shall be obligated to service and administer all Mortgage Loans which are not Specially Serviced Mortgage Loans; provided, however, that the Special Servicer shall make the inspections, use its reasonable best efforts to collect the statements and shall prepare the reports in respect of the related Mortgaged Properties with respect to Specially Serviced Mortgage Loans in accordance with Section 3.12.

Servicer to Act as Servicer; Special Servicer to Act as Special Servicer; Administration of the Mortgage Loans. (a) Each of the Servicer and the Special Servicer shall diligently service and administer the Mortgage Loans and the Companion Loans it is obligated to service pursuant to this Agreement on behalf of the Trustee Trust and in the best interests of and for the benefit of the Certificateholders and, in the case of the Companion Loans, the Companion Holder and the Trustee (as holder of the Uncertificated Lower-Tier Interests and the Loan REMIC Regular Interests) (as determined by the Servicer or the Special Servicer, as the case may be, in its good faith and reasonable judgment) in accordance with applicable law, the terms of this Agreement (and, with respect to each Loan Pair, the related AB Intercreditor Agreement) and the terms of the respective Mortgage Loans Loans, and, if applicable, the related Companion Loan. With respect to each Loan Pair, in the event of a conflict between this Agreement and the related AB Intercreditor Agreement, the related AB Intercreditor Agreement shall control; provided, in no event shall the Servicer or Special Servicer take any action or omit to take any action in accordance with the terms of any AB Intercreditor Agreement that would cause such servicer to violate the Servicing Standards. To the extent consistent with the foregoing, the Servicer and the Special Servicer shall service the Mortgage Loans in accordance with the higher of the following standards of care: (1) in the same manner in which, and with the same care, skill, prudence and diligence with which the Servicer or the Special Servicer, as the case may be, services and administers similar mortgage loans for other third-party portfolios, giving due consideration to the customary and usual standards of practice of prudent institutional multifamily and mobile home community mortgage lenders servicing their own mortgage loans portfolios and (2) the same care, skill, prudence and diligence with which the Servicer or the Special Servicer, as the case may be, services and administers similar mortgage loans owned by the Servicer or the Special Servicer, as the case may be, if applicable, in either case exercising reasonable business judgment and acting in accordance with applicable law, the terms of this Agreement, the respective Mortgage Loans or Specially Serviced Mortgage Loans, as applicable, and with a view to the maximization of timely recovery of principal and interest on a net present value basis on the Mortgage Loans, Companion Loans or Specially Serviced Mortgage Loans, as applicable, and the best interests of the Trust and the CertificateholdersCertificateholders (and, in connection with the AB Mortgage Loans, the Companion Holders), as determined by the Servicer or the Special Servicer, as the case may be, in its reasonable judgment, in either case, giving due consideration to the customary and usual standards of practice of prudent institutional, multifamily and commercial mortgage lenders, loan servicers and asset managers and giving due consideration that each Companion Loan is subordinate to that of the corresponding Mortgage Loan, but without regard to: (i) any relationship that the Servicer, the Special Servicer or any Affiliate of the Servicer or the Special ServicerServicer may have with any Mortgagor, as the case may beany Mortgage Loan Seller, or any Affiliate thereof may have with the related Mortgagor or any other party parties to this Agreement; (ii) the ownership of any Certificate by the Servicer, the Special Servicer or any Affiliate of the Servicer or Special Servicer, as the case may be, or any Affiliate thereofapplicable; (iii) the Servicer's obligation or the Special Servicer's option to make Advances; (iv) the adequacy of the Servicer's or Special Servicer's, as the case may be, right to receive compensation for its services and reimbursement for its costs hereunder or with respect to any particular transaction and transaction; (v) the ownership, servicing or management for others of any obligation of other mortgage loans or mortgaged properties by the Servicer or Special Servicer; and (in vi) any other debt the Servicer or any of its capacity as a Mortgage Loan Seller) Affiliates has extended to cure a breach any Mortgagor or any of a representation or warranty or repurchase a Mortgage Loan its Affiliates (the foregoing, collectively collectively, referred to as the "Servicing Standards"). Without limiting the foregoing, subject to Section 3.21, the Special Servicer shall be obligated to service and administer (i) any Mortgage Loans or Companion Loan as to which a Servicing Transfer Event has occurred and is continuing (the "Specially Serviced Mortgage Loans") and (ii) any REO Properties; provided, provided that the Servicer shall continue to receive payments and make all calculations, and prepare, or cause to be prepared, all reports to the Certificateholdersreports, required hereunder with respect to the Specially Serviced Mortgage Loans Loans, except for the reports specified herein as prepared by the Special Servicer, as if no Servicing Transfer Event had occurred and with respect to the REO Properties (and the related REO Loans) as if no REO Acquisition had occurred, and to render such incidental services with respect to such Specially Serviced Mortgage Loans and REO Properties as are specifically provided for herein; provided, further, however, that the Servicer shall not be liable for failure to comply with such duties insofar as such failure results solely from a failure of the Special Servicer to provide sufficient information to the Servicer to comply with such dutiesduties or failure by the Special Servicer to otherwise comply with its obligations hereunder. Each Mortgage Loan or Companion Loan that becomes a Specially Serviced Mortgage Loan shall continue as such until satisfaction of the conditions specified in Section 3.21(a). Without limiting the foregoing, subject to Section 3.21, the Servicer shall be obligated to service and administer all Mortgage Loans or Companion Loans which are not Specially Serviced Mortgage Loans; provided, that the Special Servicer shall make the inspections, use its reasonable best efforts to collect the statements and shall prepare the reports in respect of the related Mortgaged Properties with respect to Specially Serviced Mortgage Loans in accordance with Section 3.12.not

Servicer to Act as Servicer; Special Servicer to Act as Special Servicer; Administration of the Mortgage Loans. (a) Each of the Servicer and the Special Servicer shall diligently service and administer the Mortgage Loans and the Companion Loans it is obligated to service pursuant to this Agreement on behalf of the Trustee Trust and in the best interests of and for the benefit of the Certificateholders and, in the case of the Companion Loans, the Companion Holder and the Trustee (as holder of the Uncertificated Lower-Tier Interests and the Loan REMIC Regular Interests) (as determined by the Servicer or the Special Servicer, as the case may be, in its good faith and reasonable judgment) in accordance with applicable law, the terms of this Agreement (and, with respect to a Loan Pair, the related AB Intercreditor Agreement) and the terms of the respective Mortgage Loans Loans, and, if applicable, the related Companion Loan. With respect to any Loan Pair, in the event of a conflict between this Agreement and the related AB Intercreditor Agreement, the AB Intercreditor Agreement shall control; provided, in no event shall the Servicer or Special Servicer take any action or omit to take any action in accordance with the terms of any AB Intercreditor Agreement that would cause such servicer to violate the Servicing Standard. To the extent consistent with the foregoing, and in accordance with the higher of the following standards of care: (1) in the same manner in which, and with the same care, skill, prudence and diligence with which the Servicer or the Special Servicer, as the case may be, services and administers similar mortgage loans for other third-party portfolios, giving due consideration to the customary and usual standards of practice of prudent institutional multifamily and mobile home community mortgage lenders servicing their own mortgage loans portfolios and (2) the same care, skill, prudence and diligence with which the Servicer or the Special Servicer, as the case may be, services and administers similar mortgage loans owned by the Servicer or the Special Servicer, as the case may be, if applicable, in either case exercising reasonable business judgment and acting in accordance with applicable law, the terms of this Agreement, the respective Mortgage Loans or Specially Serviced Mortgage Loans, as applicable, and with a view to the maximization of timely recovery of principal and interest on a net present value basis on the Mortgage Loans, Companion Loans or Specially Serviced Mortgage Loans, as applicable, and the best interests of the Trust and the CertificateholdersCertificateholders (and, in connection with the AB Mortgage Loans, the Companion Holders), as determined by the Servicer or the Special Servicer, as the case may be, in its reasonable judgment, in either case, giving due consideration to the customary and usual standards of practice of prudent institutional, multifamily and commercial mortgage lenders, loan servicers and asset managers and giving due consideration that each Companion Loan is subordinate to that of the corresponding Mortgage Loan, but without regard to: (i) any relationship that the Servicer, the Special Servicer or any Affiliate of the Servicer or the Special ServicerServicer may have with any Mortgagor, as the case may beany Mortgage Loan Seller, or any Affiliate thereof may have with the related Mortgagor or any other party parties to this Agreement; (ii) the ownership of any Certificate by the Servicer, the Special Servicer or any Affiliate of the Servicer or Special Servicer, as the case may be, or any Affiliate thereofapplicable; (iii) the Servicer's or Special Servicer's (at its option) obligation to make Advances; (iv) the adequacy of the Servicer's or Special Servicer's, as the case may be, right to receive compensation for its services and reimbursement for its costs hereunder or with respect to any particular transaction and transaction; (v) the ownership, servicing or management for others of any other mortgage loans or mortgaged properties by the Servicer or Special Servicer; (vi) any obligation of the Servicer or any of its affiliates (in its their capacity as a Mortgage Loan Seller) to cure a breach of a representation or warranty or repurchase a the Mortgage Loan or Companion Loan; and (vii) any other debt the Servicer or any of its Affiliates has extended to any Mortgagor or any of its Affiliates (the foregoing, collectively collectively, referred to as the "Servicing Standards"). Without limiting the foregoing, subject to Section 3.21, the Special Servicer shall be obligated to service and administer (i) any Mortgage Loans or Companion Loan as to which a Servicing Transfer Event has occurred and is continuing (the "Specially Serviced Mortgage Loans") and (ii) any REO Properties; provided, provided that the Servicer shall continue to receive payments and make all calculations, and prepare, or cause to be prepared, all reports to the Certificateholdersreports, required hereunder with respect to the Specially Serviced Mortgage Loans Loans, except for the reports specified herein as prepared by the Special Servicer, as if no Servicing Transfer Event had occurred and with respect to the REO Properties (and the related REO Loans) as if no REO Acquisition had occurred, and to render such incidental services with respect to such Specially Serviced Mortgage Loans and REO Properties as are specifically provided for herein; provided, further, however, that the Servicer shall not be liable for failure to comply with such duties insofar as such failure results from a failure of the Special Servicer to provide sufficient information to the Servicer to comply with such dutiesduties or failure by the Special Servicer to otherwise comply with its obligations hereunder. Each Mortgage Loan or Companion Loan that becomes a Specially Serviced Mortgage Loan shall continue as such until satisfaction of the conditions specified in Section 3.21(a). Without limiting the foregoing, subject to Section 3.21, the Servicer shall be obligated to service and administer all Mortgage Loans or Companion Loans which are not Specially Serviced Mortgage Loans; provided, provided that the Special Servicer shall make the inspections, use its reasonable best efforts to collect the statements and shall forward to the Servicer to prepare the reports in respect of the related Mortgaged Properties with respect to Specially Serviced Mortgage Loans in accordance with Section 3.12; and provided further, that after notification to the Servicer, the Special Servicer may contact the Mortgagor of any Non-Specially Serviced Mortgage Loan if efforts by the Servicer to collect required financial information have been unsuccessful or any other issues remain unresolved. Such contact to be coordinated through and with the cooperation of the Servicer.

Servicer to Act as Servicer; Special Servicer to Act as Special Servicer; Administration of the Mortgage Loans. (a) Each of the Servicer and the Special Servicer shall diligently service and administer the Mortgage Loans and Pari Passu Loan which it is obligated to service pursuant to this Agreement on behalf of the Trustee and in the best interests of and for the benefit of the Certificateholders or for the benefit of the holder of such Pari Passu Loan (in each case as determined by the Servicer or the Special Servicer, as the case may be, in its good faith and reasonable business judgment) in accordance with applicable law, the terms of this Agreement and the terms of the respective Mortgage Loans or Pari Passu Loan and, to the extent consistent with the foregoing, and in accordance with the higher of the following standards of care: (1) the same manner in which, and with the same care, skill, prudence and diligence with which the Servicer or Special Servicer, as the case may be, : (1) services and administers similar mortgage loans for other third-party portfolios, giving due consideration to the customary and usual standards of practice of prudent institutional institutional, multifamily and mobile home community commercial mortgage lenders servicing their own mortgage loans and loans, or (2) the same care, skill, prudence and diligence with which the Servicer or Special Servicer, as the case may be, services and administers commercial, multifamily and manufactured housing community mortgage loans owned by the Servicer or Special Servicer, as the case may be, if applicable, in either case exercising reasonable business judgment and acting in accordance with applicable law, the terms of this Agreement, the respective Mortgage Loans or Specially Serviced Mortgage Loans, as applicablewhichever standard is higher, and with a view to the maximization of timely recovery of principal and interest on a present value basis on the Mortgage Loans Loans, Pari Passu Loan or Specially Serviced Mortgage LoansLoans or specially serviced Pari Passu Loan, as applicable, and the best interests of the Trust and the CertificateholdersCertificateholders or for the benefit of the holder of such Pari Passu Loan, as determined by the Servicer or Special Servicer, as the case may be, in its reasonable judgment, but without regard to: (i) any relationship that the Servicer or the Special Servicer, as the case may be, or any Affiliate thereof may have with the related Mortgagor or any other party to this Agreement; (ii) the ownership of any Certificate by the Servicer or the Special Servicer, as the case may be, or any Affiliate thereof; (iii) the Servicer's obligation to make Advances; (iv) the Servicer's or Special Servicer's, as the case may be, right to receive compensation for its services hereunder or with respect to any particular transaction and (v) any obligation of the Servicer (in its capacity as a Mortgage Loan Seller) to cure a breach of a representation or warranty or repurchase a Mortgage Loan (the foregoing, collectively referred to as the "Servicing Standards"). Without limiting the foregoing, subject to Section 3.21, the Special Servicer shall be obligated to service and administer (i) any Mortgage Loans as to which a Servicing Transfer Event has occurred and is continuing (the "Specially Serviced Mortgage Loans") and (ii) any REO Properties; provided, that the Servicer shall continue to make all calculations, and prepare, or cause to be prepared, all reports to the Certificateholders, required hereunder with respect to the Specially Serviced Mortgage Loans as if no Servicing Transfer Event had occurred and with respect to the REO Properties (and the related REO Loans) as if no REO Acquisition had occurred, and to render such incidental services with respect to such Specially Serviced Mortgage Loans and REO Properties as are specifically provided for herein; provided, further, however, that the Servicer shall not be liable for failure to comply with such duties insofar as such failure results from a failure of the Special Servicer to provide sufficient information to the Servicer to comply with such duties. Each Mortgage Loan that becomes a Specially Serviced Mortgage Loan shall continue as such until satisfaction of the conditions specified in Section 3.21(a). Without limiting the foregoing, subject to Section 3.21, the Servicer shall be obligated to service and administer all Mortgage Loans which are not Specially Serviced Mortgage Loans; provided, that the Special Servicer shall make the inspections, use its reasonable best efforts to collect the statements and shall prepare the reports in respect of the related Mortgaged Properties with respect to Specially Serviced Mortgage Loans in accordance with Section 3.12.notwithstanding: