Common use of Servicer Clause in Contracts

Servicer. At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitation, Borrower shall promptly reimburse Lender on demand for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account of Basic Carrying Costs), (b) all costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees payable by Lender to Servicer which may be due and payable under the Servicing Agreement (whether on a periodic or a continuing basis) as a result of an Event of Default under the Loan, the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any of the Loan Documents, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (c) all costs and expenses of any Property inspections and/or appraisals (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more than one appraisal in any twelve months unless an Event of Default exists), and (d) all costs and expenses relating to or arising from any special requests made by Borrower or Guarantor during the term of the Loan including, without limitation, in connection with a prepayment, defeasance, assumption or modification of the Loan.

Servicer. At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitationNotwithstanding the foregoing, Borrower shall promptly reimburse Lender on demand for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account of Basic Carrying Costs), (b) all following costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees expenses payable by Lender to Servicer as a result of the Loan becoming specially serviced: (i) any liquidation fees that are due and payable to Servicer under the Servicing Agreement in connection with the exercise of any or all remedies permitted under this Agreement, (ii) any workout fees and special servicing fees that are due and payable to Servicer under the Servicing Agreement, which fees may be due and payable under the Servicing Agreement (whether on a periodic or a continuing basis, and (iii) as a result the costs of an Event of Default under the Loan, the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any of the Loan Documents, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (c) all costs and expenses of any Property property inspections and/or appraisals of the Properties (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more other than one appraisal in any twelve months unless an the cost of regular annual inspections required to be borne by Servicer under the Servicing Agreement). Provided no Event of Default exists)shall exist, and (d) all costs and expenses relating if Servicer proposes to or arising from any special requests made by Borrower or Guarantor during transfer the term servicing of the Loan includingto a Servicer that is a special servicer based on Servicer’s judgment that a Default in the payment of Debt Service is reasonably foreseeable, without limitation, in connection Servicer shall use good faith efforts to consult with a prepayment, defeasance, assumption or modification Borrower before transferring the servicing of the Loan, except in those instances in which Servicer determines in its sole discretion that the failure to so transfer the servicing of the Loan would materially and adversely affect the holders of the Securities, and Borrower acknowledges and agrees that any such consultation shall be conducted on a non-binding basis and any decision by Servicer to transfer the Loan to a special servicer shall be final and binding on, and shall not be subject to challenge by, Borrower.

Servicer. At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitationBorrower shall be responsible for any reasonable set up fees or any other initial costs relating to or arising under the Servicing Agreement, but Borrower shall not be responsible for payment of the regular monthly master servicing fee or trustee fee due to Servicer under the Servicing Agreement or any fees or expenses required to be borne by, and not reimbursable to, Servicer. Notwithstanding the foregoing, Borrower shall promptly reimburse Lender on demand for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account of Basic Carrying Costs), (b) all following costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees expenses payable by Lender to Servicer as a result of the Loan becoming specially serviced: (i) any liquidation fees that are due and payable to Servicer under the Servicing Agreement in connection with the exercise of any or all remedies permitted under this Agreement, (ii) any workout fees and special servicing fees that are due and payable to Servicer under the Servicing Agreement, which fees may be due and payable under the Servicing Agreement (whether on a periodic or a continuing basis, and (iii) as a result the costs of an Event of Default under the Loan, the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any of the Loan Documents, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (c) all costs and expenses of any Property property inspections and/or appraisals of the Properties (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more other than one appraisal in any twelve months unless an Event the cost of Default existsregular annual inspections required to be borne by Servicer under the Servicing Agreement), and (d) all costs and expenses relating to or arising from any special requests made by Borrower or Guarantor during the term of the Loan including, without limitation, in connection with a prepayment, defeasance, assumption or modification of the Loan.

Servicer. At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or or trustee (any such master servicer, primary servicer, special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitationBorrower shall be responsible for any set up fees or any other initial costs relating to or arising under the Servicing Agreement, but Borrower shall not be responsible for payment of the regular monthly master servicing fee or trustee fee due to Servicer under the Servicing Agreement or any fees or expenses required to be borne by, and not reimbursable to, Servicer. Notwithstanding the foregoing, Borrower shall promptly reimburse Lender on demand for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account of Basic Carrying Costs), (b) all following costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees expenses payable by Lender to Servicer as a result of the Loan becoming specially serviced: (i) any liquidation fees that are due and payable to Servicer under the Servicing Agreement in connection with the exercise of any or all remedies permitted under this Agreement, (ii) any workout fees and special servicing fees that are due and payable to Servicer under the Servicing Agreement, which fees may be due and payable under the Servicing Agreement (whether on a periodic or a continuing basis) , and which may be payable to a special servicer, in an amount as a result great as one percent of an Event the outstanding principal balance of Default under the Loan, the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any upon return of the Loan Documentsby the special servicer to the master servicer, a refinancing and (iii) the costs of all amounts owed to any third-party contractor in connection with the Servicer obtaining any third-party report, including any property inspections or a restructuring appraisals of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (c) all costs and expenses of any Property inspections and/or appraisals Properties (or any updates to any existing inspection or appraisal) that Servicer determines to obtain or the trustee may be required to obtain (but not more other than one appraisal in any twelve months unless an Event the cost of Default existsregular annual inspections required to be borne by Servicer under the Servicing Agreement), and (d) all costs and expenses relating to or arising from any special requests made by Borrower or Guarantor during the term of the Loan including, without limitation, in connection with a prepayment, defeasance, assumption or modification of the Loan.

Servicer. At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitationBorrower shall be responsible for any set up fees or any other initial costs relating to or arising under the Servicing Agreement, but Borrower shall not be responsible for payment of the regular monthly master servicing fee or trustee fee due to Servicer under the Servicing Agreement or any fees or expenses required to be borne by, and not reimbursable to, Servicer. Notwithstanding the foregoing, Borrower shall promptly reimburse Lender on demand for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account of Basic Carrying Costs), (b) all following costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees expenses payable by Lender to Servicer as a result of the Loan becoming specially serviced: (i) any liquidation fees that are due and payable to Servicer under the Servicing Agreement in connection with the exercise of any or all remedies permitted under this Agreement, (ii) any workout fees and special servicing fees that are due and payable to Servicer under the Servicing Agreement, which fees may be due and payable under the Servicing Agreement (whether on a periodic or a continuing basis) as a result of an Event of Default under the Loan, the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any of the Loan Documents, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (ciii) the costs of all costs and expenses of any Property property inspections and/or appraisals of the Property (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more other than one appraisal the cost of regular annual inspections required to be borne by Servicer under the Servicing Agreement), (iv) the costs of all appraisals of the Property (or any updates to any existing appraisal) that Servicer may be required to obtain in any twelve months unless connection with a Borrower request, or following an Event of Default exists), Default; and (dv) all costs and other reasonable out of pocket expenses relating to or arising from any special requests made by Borrower or Guarantor during the term of the Loan actually incurred, including, without limitation, in connection with a prepayment, defeasance, assumption or modification of the Loanreasonable attorney’s fees and expenses.

Servicer. (a) At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, servicer and trustee, together with its agents, nominees designees or designeesnominees, are collectively referred to as collectively, “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to the Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or and/or other agreement providing for the servicing of one (1) or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitationIn addition, Borrower shall promptly reimburse Lender on demand for pay (ai) interest payable on advances made by any fees and expenses of Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account of Basic Carrying Costsattorneys’ fees and disbursements), (b) all costs which fees and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees payable by Lender to Servicer which expenses may be due and payable under the Servicing Agreement (whether on a periodic or a continuing basis) as a result basis in accordance with the Servicing Agreement, in connection with any release of an Event the Property, any prepayment, defeasance, assumption, amendment or modification of Default under the Loan, the Loan becoming specially servicedany documents or other matters requested by Borrower or any Guarantor, the commencement special servicing or continuance workout of any enforcement action of any kind with respect to the Loan or any enforcement of the Loan Documents, a refinancing including, without limitation, any liquidation fees that may be due to Servicer under the Servicing Agreement in connection with the exercise of any or a restructuring of the credit arrangements provided all remedies permitted under this Agreement in and (ii) the nature costs of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (c) all costs and expenses of any Property property inspections and/or appraisals of the Property (or any updates to any existing inspection or appraisal) required under the Servicing Agreement or that a Servicer or may otherwise require under the trustee may be Servicing Agreement (other than the cost of regular annual inspections required to obtain (but not more than one appraisal in any twelve months unless an Event be borne by Servicer under the Servicing Agreement). Without limiting the generality of Default exists)the foregoing, and (d) all Servicer shall be entitled to reimbursement of costs and expenses relating as and to or arising from any special requests made by Borrower or Guarantor during the term same extent (but without duplication) as Lender is entitled thereto pursuant to the terms of the Loan includingDocuments. (b) Upon notice thereof from Lender, without limitationServicer shall have the right to exercise all rights of Lender and enforce all obligations of Borrower and Guarantor(s) under the Loan Documents. (c) Provided Borrower shall have received notice from Lender of Servicer’s address, Borrower shall deliver, and cause to be delivered, to Servicer duplicate originals of all notices and other documents and instruments which Borrower and/or Guarantor(s) deliver to Lender pursuant to the Loan Documents. No delivery of any such notices or other documents shall be of any force or effect unless delivered to Lender and Servicer as provided in connection with a prepayment, defeasance, assumption or modification of the Loanthis Section 11.24(c).

Servicer. At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitationBorrower shall not be responsible for any set up fees or any other initial costs relating to or arising under the Servicing Agreement or the payment of the regular monthly master servicing fee or trustee fee due to Servicer under the Servicing Agreement or any fees or expenses required to be borne by, and not reimbursable to, Servicer other than the Administration Fee required to be paid pursuant to Section 2.3.6. Notwithstanding the foregoing, Borrower shall promptly reimburse Lender on demand for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent charges are due pursuant to Section 2.3.4 and interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or out-of-pocket expenses paid by Servicer or trustee in respect of the protection and preservation of the Property Properties (including, without limitation, on account payments of Basic Carrying Costs), Taxes and Insurance Premiums) and (b) all costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees payable by Lender to Servicer which may be due and payable under Servicer: (i) if the Servicing Agreement (whether on Loan or any portion of the Loan is subject to a periodic or a continuing basis) Securitization, as a result of an Event of Default under the Loan, Loan or the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any of the Loan Documentsan enforcement, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, Documents or in connection with any Bankruptcy Action involving Borrower, Principal, Guarantor and which special servicing fees shall not exceed 0.25% per annum; (ii) if the Loan or any portion of their respective principals the Loan is subject to a Securitization; (iii) any liquidation fees, workout fees, special servicing fees, operating advisor fees or Affiliatesany other similar fees that are due and payable to Servicer under the Servicing Agreement or the trustee, (c) all costs which fees may be due and expenses payable under the Servicing Agreement on a periodic or continuing basis, which liquidation fees shall not exceed 0.5% of any Property liquidation proceeds received on the Loan and which workout fees shall not exceed 0.5% of each collection of interest and principal received on the Loan; (iv) the costs of all property inspections and/or appraisals of the Properties (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more other than one appraisal the cost of regular annual inspections required to be borne by Servicer under the Servicing Agreement); or (v) except as expressly set forth in any twelve months unless an Event of Default exists)this Agreement, and (d) all costs and expenses relating to or arising from any special requests made by Borrower or Guarantor during the term of the Loan including, without limitation, in connection with a prepayment, defeasance, assumption or modification of the Loan.

Servicer. At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitationBorrower shall not be responsible for any set up fees or any other initial costs relating to or arising under the Servicing Agreement, nor shall Borrower be responsible for payment of the regular monthly master servicing fee or trustee fee due to Servicer under the Servicing Agreement or any fees or expenses required to be borne by, and not reimbursable to, Servicer. Notwithstanding the foregoing, Borrower shall promptly reimburse Lender on demand for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account of Basic Carrying Costs), (b) all following costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees expenses payable by Lender to Servicer as a result of the Loan becoming specially serviced: (i) any liquidation fees that are due and payable to Servicer under the Servicing Agreement in connection with the exercise of any or all remedies permitted under this Agreement, (ii) any workout fees and special servicing fees that are due and payable to Servicer under the Servicing Agreement, which fees may be due and payable under the Servicing Agreement (whether on a periodic or a continuing basis, and (iii) as a result the costs of an Event of Default under the Loan, the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any of the Loan Documents, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (c) all costs and expenses of any Property property inspections and/or appraisals of the Property (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more other than one appraisal in any twelve months unless an Event the cost of Default existsregular annual inspections required to be borne by Servicer under the Servicing Agreement), and (d) all costs and expenses relating to or arising from any special requests made by Borrower or Guarantor during the term of the Loan including, without limitation, in connection with a prepayment, defeasance, assumption or modification of the Loan.

Servicer. At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as servicer (“Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitationLender shall be responsible for any reasonable set-up fees or any other initial costs relating to or arising under the Servicing Agreement and Borrower shall not be responsible for payment of the regular monthly master servicing fee or trustee fee due to Servicer or the trustee under the Servicing Agreement. Notwithstanding the foregoing, Borrower shall promptly reimburse Lender on demand for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments made pursuant to the Servicing Agreement (to the extent charges are due pursuant to Section 2.3.4 and interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid interest payable on advances made by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account payments of Basic Carrying Costs), Taxes and Insurance Premiums) and (b) all the following costs and expensesexpenses payable by Lender to Servicer as a result of the Loan becoming specially serviced: (i) as a result of an Event of Default or prior to Securitization, if the occurrence of an Event of Default is imminent and after a Securitization, if the occurrence of an Event of Default is reasonably foreseeable, any liquidation feesfees that are due and payable to the Servicer under the Servicing Agreement in connection with the exercise of any and all remedies permitted under this Agreement, (ii) during the continuance of an Event of Default or prior to Securitization, if the occurrence of an Event of Default is imminent and after a Securitization, if the occurrence of an Event of Default is reasonably foreseeable, any workout fees, special servicing fees, operating advisor fees or any other similar fees that are due and payable by Lender to Servicer under the Servicing Agreement, which fees may be due and payable under the Servicing Agreement (whether on a periodic or a continuing basisbasis and (iii) as a result during the continuance of an Event of Default under or prior to Securitization, if the Loanoccurrence of an Event of Default is imminent and after a Securitization, if the occurrence of an Event of Default is reasonably foreseeable, the Loan becoming specially serviced, the commencement or continuance costs of any enforcement action of any kind with respect to the Loan or any of the Loan Documents, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (c) all costs and expenses of any Property property inspections and/or appraisals of the Property (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more other than one appraisal in any twelve months unless an Event the cost of Default exists), regular annual inspections required to be borne by Servicer under the Servicing Agreement) and (dc) all costs and expenses relating to or arising from any special requests made by Borrower or Guarantor during the term of the Loan including, without limitation, in connection with a prepayment, defeasance, assumption or modification of the LoanLoan (but excluding any prepayment, defeasance or assumption fee or any other matter for which a specified fee or amount is required to be paid pursuant to another provision of this Agreement).

Servicer. At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or /trustee (any such master servicer, primary servicer, special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as the “Servicer”) selected by Lender Lxxxxx and Lender Lxxxxx may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to the Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitationUpon the appointment of a Servicer, to the extent of the delegation to such Servicer, the term “Lender” shall be deemed to include the “Servicer”. Borrower shall be responsible for any set-up fees, or any other initial costs relating to the appointment of any Servicer, in each case, of up to $500.00, provided, however, that Borrower shall not be responsible for payment of the monthly servicer fee due to Servicer. In addition and notwithstanding the foregoing, Borrower shall promptly reimburse be responsible for any fees and expenses of Lender on demand for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection any securitization trust, servicer, special servicer, trust advisor, trustee, certificate administrator and preservation of the Property (any third party fees and expenses, including, without limitation, reasonable attorneys’ fees and disbursements, incurred or arising as a result of or following a request by Borrower, an Event of Default, a failure to pay sums when due as and when required under the Loan Documents, the Loan being transferred to a special servicer and while the Loan is a specially serviced loan, including, without limitation, (a) interest on account of Basic Carrying Costs)advances made by the servicer, special servicer, trustee or certificate administrator; (b) all costs and expenses, liquidation special servicer fees, workout fees, special servicing liquidation fees, operating advisor fees or any as well as other similar fees compensation payable by Lender to Servicer which may be due and payable under the Servicing Agreement (whether on a periodic or a continuing basis) special servicer as a result of an Event of Default under the Loan, the Loan Property becoming specially serviced, the commencement or continuance of a foreclosed property; (c) indemnification obligations to any enforcement action of any kind with respect to the Loan or any of the Loan Documents, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or such persons and any of their respective principals directors, officers, members, managers, partners, employees, agents, Affiliates or Affiliates, (c) all costs and expenses other “controlling persons” within the meaning of any Property inspections and/or appraisals (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more than one appraisal in any twelve months unless an Event Securities Act of Default exists), 1933; and (d) taxes payable from the assets of a securitization trust and tax related expenses, but only to the extent Borrower is otherwise required to pay the same under the Loan Documents or by law. Notwithstanding the foregoing, all of such costs and expenses relating to or arising from any special requests made by Borrower or Guarantor during the term set forth in clauses (a) through (d) of the Loan includingpreceding sentence shall exclude (i) the regular monthly fee due to the servicer, the trustee and the certificate administrator, (ii) those costs and expenses which are identified pursuant to the servicing agreement with respect to such securitization trust as expenses to be borne by the servicer, special servicer, trust advisor, trustee or certificate administrator without limitationreimbursement as an advance or otherwise from the related securitization trust (including without limitation such person’s ordinary overhead expenses and the expenses of such person associated with maintaining a fidelity bond or errors and omissions insurance with respect to itself, in connection preparing annual compliance statements with respect to its own performance and preparing and filing and maintaining ordinary tax information reports and returns for such securitization trust) and (iii) those costs and expenses incurred as a prepayment, defeasance, assumption or modification result of the Loangross negligence, fraud, bad faith or willful misconduct of the servicer, special servicer, trustee or certificate administrator.

Servicer. (a) At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, servicer and trustee, together with its agents, nominees or designees, are collectively referred to as the “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to the Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitationBorrower shall not be responsible for any set-up fees or any other initial costs relating to or arising under the Servicing Agreement. Borrower shall not be responsible for payment of the annual master servicing fee due to the Servicer under the Servicing Agreement. (b) Other than as set provided in Section 10.21(a) above or elsewhere in this Agreement, Borrower shall promptly reimburse Lender on demand for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect all of the protection fees and preservation expenses of the Property (Servicer and any reasonable third-party fees and expenses in connection with the Loan, including any prepayments, releases of any Individual Property, approvals under the Loan Documents requested by Borrower, other requests under the Loan, assumption of Borrower’s obligations or modification of the Loan, as well as any fees and expenses in connection with the special servicing or work-out of the Loan or enforcement of the Loan Documents, including, without limitation, on account of Basic Carrying Costs), (b) all costs and expenses, liquidation fees, workout fees, special servicing fees, operating or trust advisor fees or any other similar fees payable by Lender to Servicer which may be due and payable under the Servicing Agreement (whether on a periodic or a continuing basis) as a result of an Event of Default under the Loan, if the Loan becoming is a specially serviced, the commencement serviced loan or continuance of any enforcement action of any kind with respect to the Loan or any of the Loan Documents, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (c) all costs and expenses of any Property inspections and/or appraisals (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more than one appraisal in any twelve months unless an Event of Default exists), and (d) all costs and expenses relating to or arising from any special requests made by Borrower or Guarantor during the term of the Loan including, without limitation, in connection with a prepaymentworkout), defeasancework-out fees, assumption liquidation fees, attorneys fees and expenses and other fees and expenses in connection with the modification or modification restructuring of the Loan; provided that if another provision of this Agreement requires the payment of any fee to Lender and/or Servicer with respect to any matter, no additional fee charged by Servicer shall be payable by Borrower with respect to such matter pursuant to this Section 10.21(b).

Servicer. At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitationNotwithstanding the foregoing, Borrower shall promptly reimburse Lender on demand for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account of Basic Carrying Costs), (b) all following costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees expenses payable by Lender to Servicer as a result of the Loan becoming specially serviced: (i) any liquidation fees that are due and payable to Servicer under the Servicing Agreement in connection with the exercise of any or all remedies permitted under this Agreement, (ii) any workout fees and special servicing fees that are due and payable to Servicer under the Servicing Agreement, which fees may be due and payable under the Servicing Agreement (whether on a periodic or a continuing basis, and (iii) as a result the costs of an Event of Default under the Loan, the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any of the Loan Documents, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (c) all costs and expenses of any Property property inspections and/or appraisals of the Property (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more other than one appraisal in any twelve months unless an the cost of regular annual inspections required to be borne by Servicer under the Servicing Agreement). Provided no Event of Default exists)shall exist, and (d) all costs and expenses relating if Servicer proposes to or arising from any special requests made by Borrower or Guarantor during transfer the term servicing of the Loan includingto a Servicer that is a special servicer based on Servicer’s judgment that a Default in the payment of Debt Service is reasonably foreseeable, without limitation, in connection Servicer shall use good faith efforts to consult with a prepayment, defeasance, assumption or modification Borrower before transferring the servicing of the Loan, except in those instances in which Servicer determines in its sole discretion that the failure to so transfer the servicing of the Loan would materially and adversely affect the holders of the Securities, and Borrower acknowledges and agrees that any such consultation shall be conducted on a non-binding basis and any decision by Servicer to transfer the Loan to a special servicer shall be final and binding on, and shall not be subject to challenge by, Borrower.

Servicer. At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or or trustee (any such master servicer, primary servicer, special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitationBorrower shall be responsible for any set up fees or any other initial costs relating to or arising under the Servicing Agreement, but Borrower shall not be responsible for payment of the regular monthly master servicing fee or trustee fee due to Servicer under the Servicing Agreement or any fees or expenses required to be borne by, and not reimbursable to, Servicer. Notwithstanding the foregoing, Borrower shall promptly reimburse Lender on demand for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account of Basic Carrying Costs), (b) all following costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees expenses payable by Lender to Servicer as a result of the Loan becoming specially serviced: (i) any liquidation fees that are due and payable to Servicer under the Servicing Agreement in connection with the exercise of any or all remedies permitted under this Agreement, (ii) any workout fees and special servicing fees that are due and payable to Servicer under the Servicing Agreement, which fees may be due and payable under the Servicing Agreement (whether on a periodic or a continuing basis) , and which may be payable to a special servicer, in an amount as a result great as one percent of an Event the outstanding principal balance of Default under the Loan, the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any upon return of the Loan Documentsby the special servicer to the master servicer, a refinancing and (iii) the costs of all amounts owed to any third-party contractor in connection with the Servicer obtaining any third-party report, including any property inspections or a restructuring appraisals of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (c) all costs and expenses of any Property inspections and/or appraisals Properties (or any updates to any existing inspection or appraisal) that Servicer determines to obtain or the trustee may be required to obtain (but not more other than one appraisal in any twelve months unless an Event the cost of Default existsregular annual inspections required to be borne by Servicer under the Servicing Agreement), and (d) all costs and expenses relating to or arising from any special requests made by Borrower or Guarantor during the term of the Loan including, without limitation, in connection with a prepayment, defeasance, assumption or modification of the Loan.

Servicer. At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as “Servicer”) selected by Lender Lender, and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to Servicer pursuant to a pooling and servicing agreement, trust and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without Borrower shall not be responsible for any cost or expenses relating to the Servicing Agreement or the services provided by Servicer thereunder, including, without limitation, any set-up fees or other initial costs, the regular monthly master servicing fee or trustee fee due to Servicer under the Servicing Agreement or any other fees or expenses required to be borne by, and not reimbursable to, Servicer, provided that, notwithstanding the foregoing, Borrower shall promptly reimburse Lender on demand for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent charges pursuant to Section 2.3.4 and interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property Properties (including, without limitation, on account payments of Basic Carrying Costs), Taxes and Insurance Premiums) and (b) all the following costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees expenses payable by Lender to Servicer as a result of the Loan becoming specially serviced: (i) any liquidation fees that are due and payable to Servicer under the Servicing Agreement in connection with the exercise of any or all remedies permitted under this Agreement, (ii) any workout fees and special servicing fees that are due and payable to Servicer under the Servicing Agreement, which fees may be due and payable under the Servicing Agreement (whether on a periodic or a continuing basis, and (iii) as a result the costs of an Event of Default under the Loan, the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any of the Loan Documents, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (c) all costs and expenses of any Property property inspections and/or appraisals of the Properties (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more other than one appraisal in any twelve months unless an Event the cost of Default existsregular annual inspections required to be borne by Servicer under the Servicing Agreement), and (d) all costs and expenses relating to or arising from any special requests made by Borrower or Guarantor during the term of the Loan including, without limitation, in connection with a prepayment, defeasance, assumption or modification of the Loan.

Servicer. At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitationBorrower shall be responsible for any set up fees or any other initial costs relating to or arising under the Servicing Agreement, but Borrower shall not be responsible for payment of the regular monthly master servicing fee or trustee fee due to Servicer under the Servicing Agreement or any fees or expenses required to be borne by, and not reimbursable to, Servicer. Notwithstanding the foregoing, Borrower shall promptly reimburse Lender on demand for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account of Basic Carrying Costs), (b) all following costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees expenses payable by Lender to Servicer as a result of the Loan becoming specially serviced: (i) any liquidation fees that are due and payable to Servicer under the Servicing Agreement in connection with the exercise of any or all remedies permitted under this Agreement, (ii) any workout fees and special servicing fees that are due and payable to Servicer under the Servicing Agreement, which fees may be due and payable under the Servicing Agreement (whether on a periodic or a continuing basis) , and which may be payable to a special servicer, in an amount as a result great as one percent of an Event the outstanding principal balance of Default under the Loan, the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any upon return of the Loan Documentsby the special servicer to the master servicer, a refinancing or a restructuring and (iii) the costs of all amounts owed to any third-party contractor in connection with the credit arrangements provided under this Agreement in the nature of a “workServicer obtaining any third-out” of the Loan Documentsparty report, or including any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (c) all costs and expenses of any Property property inspections and/or appraisals of the Properties (or any updates to any existing inspection or appraisal) that Servicer determines to obtain or the trustee may be required to obtain (but not more other than one appraisal in any twelve months unless an Event the cost of Default existsregular annual inspections required to be borne by Servicer under the Servicing Agreement), and (d) all costs and expenses relating to or arising from any special requests made by Borrower or Guarantor during the term of the Loan including, without limitation, in connection with a prepayment, defeasance, assumption or modification of the Loan.

Servicer. At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitationBorrower shall be responsible for any set up fees or any other initial costs relating to or arising under the Servicing Agreement, but Borrower shall not be responsible for payment of the regular monthly master servicing fee or trustee fee due to Servicer under the Servicing Agreement or any fees or expenses required to be borne by, and not reimbursable to, Servicer. Notwithstanding the foregoing, Borrower shall promptly reimburse Lender on demand for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account of Basic Carrying Costs), (b) all following costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees expenses payable by Lender to Servicer as a result of the Loan becoming specially serviced: (i) any liquidation fees that are due and payable to Servicer under the Servicing Agreement in connection with the exercise of any or all remedies permitted under this Agreement, (ii) any workout fees and special servicing fees that are due and payable to Servicer under the Servicing Agreement, which fees may be due and payable under the Servicing Agreement (whether on a periodic or a continuing basis) , and which may be payable to a special servicer, in an amount as a result great as one percent of an Event the outstanding principal balance of Default under the Loan, the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any upon return of the Loan Documentsby the special servicer to the master servicer, a refinancing or a restructuring and (iii) the costs of all amounts owed to any third party contractor in connection with the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan DocumentsServicer obtaining any third party report, or including any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (c) all costs and expenses of any Property property inspections and/or appraisals of the Properties (or any updates to any existing inspection or appraisal) that Servicer determines to obtain or the trustee may be required to obtain (but not more other than one appraisal in any twelve months unless an Event the cost of Default existsregular annual inspections required to be borne by Servicer under the Servicing Agreement), and (d) all costs and expenses relating to or arising from any special requests made by Borrower or Guarantor during the term of the Loan including, without limitation, in connection with a prepayment, defeasance, assumption or modification of the Loan.

Servicer. (a) At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, servicer and trustee, together with its agents, nominees or designees, are collectively referred to as the “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to the Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitationBorrower shall not be responsible for any set-up fees or any other initial costs relating to or arising under the Servicing Agreement. Borrower shall not be responsible for payment of the annual master servicing fee due to the Servicer under the Servicing Agreement. (b) Notwithstanding the foregoing, following a Securitization, Borrower shall promptly reimburse Lender on demand for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account of Basic Carrying Costs), (b) all actual out-of-pocket reasonable costs and expenses, liquidation fees, workout fees, fees or special servicing fees, operating advisor fees or any other similar fees payable by Lender to Servicer which may be due and payable under the Servicing Agreement (whether on a periodic or a continuing basis) in each case as a result of an Event of Default under the Loan, Loan Documents or the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any of the Loan Documentsenforcement, a refinancing or a restructuring of the credit arrangements provided for under this Agreement the Loan Documents in the nature of a “work-out” of the Loan Documents, Documents or any Bankruptcy Action involving insolvency or bankruptcy of Borrower, Principalin each case without duplication, Guarantor to the extent default interest paid by Borrower under the Loan Documents is insufficient to pay the same (after payment of interest payable on advances made by the Servicer) (provided that in any event annual special servicing fees shall not exceed 0.25% of the then Outstanding Principal Balance amount per annum, workout fees shall not exceed 1.00% of each collection of interest and principal collections of the Loan, and liquidation fees shall not exceed the amount, if any, by which 1.00% of liquidation proceeds exceeds the amount previously paid in respect of workout fees) and (b) during the continuance of an Event of Default or at any time the Loan is specially serviced, the reasonable costs of their respective principals or Affiliates, (c) all costs and expenses of any Property customary property inspections and/or appraisals of the Properties (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain pursuant to the applicable trust and servicing or pooling and servicing agreement (other than the cost of regular annual inspections required to be borne by Servicer under such servicing agreement). Additionally, Borrower shall pay all reasonable out-of-pocket costs and expenses (but not more than one appraisal any additional servicing fee) in connection with any twelve months unless an Event of Default exists), and (d) all costs and expenses relating to or arising from any special consent requests made by Borrower or Guarantor during the term of the Loan includingLoan. For avoidance of doubt, without limitation, no modification fee or other amount (other than Lender’s reasonable out-of-pocket costs) shall be payable in connection with (i) any transaction for which a prepaymentworkout fee is paid, defeasance, or (ii) any assumption or modification of the Loan, except as expressly provided in Section 7.1. To the extent late charges and default interest under the Loan Documents paid by Borrower are insufficient to pay the same (and all actual out-of-pocket reasonable costs and expenses, liquidation fees, workout fees or special servicing fees as a result of an Event of Default under the Loan Documents or the Loan becoming specially serviced, or any enforcement, refinancing or restructuring of the credit arrangements provided for under the Loan Documents in the nature of a “work-out” of the Loan Documents or any insolvency or bankruptcy of Borrower, subject to the caps specified herein), Borrower shall pay the interest payable on advances made by Servicer or the trustee with respect to any delinquent debt service payments and any protective advances.

Servicer. At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as servicer (“Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitationLender shall be responsible for any reasonable set-up fees or any other initial costs relating to or arising under the Servicing Agreement and Borrower shall not be responsible for payment of the regular monthly master servicing fee or trustee fee due to Servicer or the trustee under the Servicing Agreement or any fees or expenses required to be borne by Servicer. Notwithstanding the foregoing, Borrower shall promptly reimburse Lender on demand for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect following: all actual out of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account of Basic Carrying Costs), (b) all pocket reasonable costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees and to the extent charges pursuant to Section 2.3.4 hereof and interest at the Default Rate actually paid by Borrower is insufficient to pay for same, interest payable on advances made by the Servicer or the trustee with respect to (a) delinquent Debt Service payments or expenses of curing Borrower’s, Mortgage Borrower’s or Operating Lessee’s defaults under the Loan Documents, payable by Lender to Servicer which may be due or a trustee and payable provided for under the Servicing Agreement (whether on a periodic or actual out of pocket reasonable expenses paid by Servicer or a continuing basistrustee in respect of the protection and preservation of the Property and the IP Collateral (including, without limitation, payments of Taxes and Insurance Premiums), (b) as a result of an Event of Default under the Loan, Loan or the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any of the Loan Documentsan enforcement, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, Documents or of any Bankruptcy Action involving insolvency or bankruptcy proceeding of any Borrower, PrincipalMortgage Borrower, Guarantor Operating Lessee or any of their respective principals Operating Lessee GP or Affiliates, (c) the costs of all costs and expenses of any Property property inspections and/or appraisals of the Properties (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more other than one appraisal the cost of regular annual inspections required to be borne by Servicer under the Servicing Agreement). Additionally, Borrower shall pay the customary and reasonable servicing fees in any twelve months unless an Event of Default exists), and (d) all costs and expenses relating to or arising from connection with any special requests made by Borrower Borrower, Mortgage Borrower, Operating Lessee, Operating Lessee GP or Guarantor during the term of the Loan including, without limitation, in connection with a prepayment, defeasance, assumption or modification of the Loan. Lender shall grant or deny with a reasonable explanation any consent required hereunder within fifteen (15) days after the receipt of the applicable request and all documents in connection therewith. In the event that Lender fails to respond within said fifteen (15) day period, such failure shall be deemed to be the consent and approval of Lender if (I) Borrower has delivered to Lender the applicable documents, with the notation “IMMEDIATE RESPONSE REQUIRED, FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN FIFTEEN (15) DAYS FROM RECEIPT SHALL BE DEEMED TO BE LENDER’S APPROVAL” prominently displayed in bold, all caps and fourteen (14) point or larger font in the transmittal letter requesting approval and (II) Lender does not approve or reject (with a reasonable explanation) the applicable request within fifteen (15) days from the date Lender receives such request as evidenced by a certified mail return receipt or confirmation by a reputable national overnight delivery service that the same has been delivered.

Servicer. At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to Servicer pursuant to a pooling and servicing agreement, trust and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without Borrower shall not be responsible for any cost or expenses relating to the Servicing Agreement or the services provided by Servicer thereunder, including, without limitation, any set up fees or other initial costs, the regular monthly master servicing fee or trustee fee due to Servicer under the Servicing Agreement or any other fees or expenses required to be borne by, and not reimbursable to, Servicer, provided that, notwithstanding the foregoing, Borrower shall promptly reimburse Lender on demand for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent charges pursuant to Section 2.3.4 and interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer in curing any Event of Default hereunder and which are provided for under the Servicing Agreement or trustee actual, out-of-pocket expenses paid by Servicer in respect of the protection and preservation of the Property (including, without limitation, on account payments of Basic Carrying CostsTaxes and Insurance Premiums), (b) all the following costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees expenses payable by Lender to Servicer as a result of the Loan becoming specially serviced: (i) any liquidation fees that are due and payable to Servicer under the Servicing Agreement in connection with the exercise of any or all remedies permitted under this Agreement, (ii) any workout fees and special servicing fees that are due and payable to Servicer under the Servicing Agreement, which fees may be due and payable under the Servicing Agreement (whether on a periodic or a continuing basis, and (iii) as a result during the continuance of an Event of Default under the LoanDefault, the Loan becoming specially serviced, the commencement or continuance costs of any enforcement action of any kind with respect to the Loan or any of the Loan Documents, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (c) all costs and expenses of any Property property inspections and/or appraisals of the Property (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more other than one appraisal in any twelve months unless an Event the cost of Default existsregular annual inspections required to be borne by Servicer under the Servicing Agreement), and (dc) all costs customary and reasonable servicing fees and expenses relating (subject to or arising from any caps set forth in this Agreement) in connection with any special requests made by Borrower or Guarantor to Servicer during the term of the Loan including, without limitation, in connection with a prepayment, defeasance, assumption or modification of the Loan.

Servicer. (a) At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or /trustee (any such master servicer, primary servicer, special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as the “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to the Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitation, Borrower shall promptly reimburse Lender on demand be responsible for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect its pro rata share of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account of Basic Carrying Costs), (b) all costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor any reasonable set-up fees or any other similar initial costs relating to or arising under the Servicing Agreement; Borrower shall not be responsible for payment of the monthly servicing fee due to the Servicer under the Servicing Agreement. Notwithstanding the foregoing, upon the occurrence and during the continuance of an Event of Default, Borrowers shall pay (i) any liquidation fees payable by Lender that may be due to Servicer under the Servicing Agreement in connection with the exercise of any or all remedies permitted under this Agreement, (ii) any workout fees and special servicing fees that may be due to Servicer under the Servicing Agreement, which may fees shall be due and payable under the Servicing Agreement (whether by Borrowers on a periodic or a continuing basisbasis in accordance with the Servicing Agreement, and (iii) as a result the costs of an Event of Default under the Loan, the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any of the Loan Documents, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (c) all costs and expenses of any Property property inspections and/or appraisals of the Properties (or any updates to any existing inspection or appraisal) required under the Agreement or that a Servicer or may otherwise require under the trustee may be Servicing Agreement (other than the cost of annual inspections required to obtain be borne by Servicer under the Servicing Agreement). (but not more than one appraisal b) Lender, or any Servicer selected by Lender in any twelve months unless an Event accordance with this Section 9.6, acting solely for this purpose as the non-fiduciary agent of Default existsBorrower (in such capacity, “Agent”), may maintain a register (the “Note Register”). If Agent maintains a Note Register then therein it will record the names and addresses of, and wire transfer instructions for, the Lender and any Person subsequently acquiring any direct interest in the Note (each a “Holder”). If it maintains a Note Register, upon the sale or transfer of a direct interest in the Note or portion thereof, (i) the transferring Holder shall inform the Agent in writing that such transfer has taken place and provide the Agent with the name, address, wiring instructions and tax identification number of the transferee and (dii) the Agent will record such information in the Note Register. Any Person in whose name the Note or interest therein is so registered shall be deemed and treated as the sole owner and Holder thereof for all costs purposes of this Agreement. If Agent maintains a Note Register, no transfer of a direct interest in the Note or portion thereof shall be effective unless it has been recorded in the Note Register pursuant to this Section 9.6(b). If Agent maintains a Note Register, the Agent shall promptly provide the names and expenses relating to or arising from any special requests made by Borrower or Guarantor during the term addresses of the Loan includingHolder or Holders to any other party hereto or any successor Holder or Holders upon written request and any such Person may, without limitationfurther investigation, in connection with a prepayment, defeasance, assumption or modification conclusively rely upon such information. The Agent shall have no liability to any Person for the provision of the Loanany such names and addresses.

Servicer. At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer servicer, trustee, certificate administrator and/or trustee operating advisor (any such master servicer, primary servicer, special servicer, trustee, certificate administrator and trusteeoperating advisor, together with its agents, nominees or designees, are collectively referred to as “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitationBorrower shall not be responsible for any set up fees or any other initial costs relating to or arising under the Servicing Agreement, and Borrower shall not be responsible for payment of the regular monthly master servicing fee or trustee fee due to Servicer under the Servicing Agreement or any fees or expenses required to be borne by, and not reimbursable to, Servicer. Notwithstanding the foregoing, Borrower shall promptly reimburse Lender on demand for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent charges are due pursuant to Section 2.3.4 and interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or the out-of-pocket expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account payments of Basic Carrying Costs), Taxes and Insurance Premiums) and (b) all costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees payable by Lender to Servicer which may be due and payable under the Servicing Agreement Servicer: (whether on a periodic or a continuing basisi) as a result of an Event of Default under the Loan, Loan or the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any of the Loan Documentsan enforcement, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan DocumentsDocuments or of any insolvency or bankruptcy proceeding; (ii) any liquidation fees, workout fees, special servicing fees, operating advisor fees or any Bankruptcy Action involving Borrowerother similar fees that are due and payable to Servicer under the Servicing Agreement or the trustee, Principalwhich fees may be due and payable under the Servicing Agreement on a periodic or continuing basis, Guarantor or provided, that any “work-out” fees shall not exceed 0.5% of their respective principals or Affiliateseach collection of interest and principal received on the Loan), (c) all costs and expenses any liquidation fees shall not exceed 0.5% of any Property liquidation proceeds received on the Loan and any special servicing fees shall not exceed 0.25% per annum; (iii) the costs of all property inspections and/or appraisals of the Property (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more other than one appraisal in any twelve months unless an Event the cost of Default existsregular annual inspections required to be borne by Servicer under the Servicing Agreement), and ; or (div) all costs and expenses relating to or arising from any special requests made by Borrower or Guarantor during the term of the Loan including, without limitation, in connection with a prepayment, defeasance, assumption or modification of the Loan, provided, that in connection with any individual request for consent under Section 5.1.20, the fees of Servicer for such request shall not exceed $3,000 (plus all out-of-pocket costs and expenses incurred by servicer in connection therewith).

Servicer. (a) At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, servicer and trustee, together with its agents, nominees designees or designeesnominees, are collectively referred to as collectively, “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to the Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or and/or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitation, Borrower shall promptly reimburse Lender on demand for pay (ai) interest payable on advances made by any fees and expenses of Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account attorneys' fees and disbursements) in connection with any release of Basic Carrying Costs), (b) all costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees payable by Lender to Servicer which may be due and payable under the Servicing Agreement (whether on a periodic Property or a continuing basis) as a result portion thereof, any prepayment, defeasance, transfer, assumption, amendment or modification of an Event of Default under the Loan, the Loan becoming specially servicedany documents or other matters requested by Borrower or any Guarantor, the commencement any special servicing or continuance workout of any enforcement action of any kind with respect to the Loan or any enforcement of the Loan Documents, a refinancing including, without limitation, any advances made by Servicer and interest on such advances, any liquidation fees in connection with the exercise of any or a restructuring of the credit arrangements provided all remedies permitted under this Agreement in and (ii) the nature costs of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (c) all costs and expenses of any Property property inspections and/or appraisals of the Property (or any updates to any existing inspection or appraisal) that a Servicer or the trustee may be required to obtain (but other than the cost of regular annual inspections required to be borne by Servicer under the Servicing Agreement); provided, however, that Borrower shall not more than one appraisal in be responsible for payment of any twelve months unless an Event of Default exists)fees or expenses required to be borne by, and (d) all not reimbursable to, Servicer. Without limiting the generality of the foregoing, Servicer shall be entitled to reimbursement of costs and expenses relating as and to or arising from any special requests made by Borrower or Guarantor during the term same extent (but without duplication) as Lender is entitled thereto pursuant to the terms of the Loan includingDocuments. (b) Upon notice thereof from Lender, without limitationServicer shall have the right to exercise all rights of Lender and enforce all obligations of Borrower and any Guarantor under the Loan Documents. (c) Provided Borrower shall have received notice from Lender of Servicer's address, Borrower shall deliver, and cause to be delivered, to Servicer duplicate originals of all notices and other documents and instruments which Borrower and/or any Guarantor deliver to Lender pursuant to the Loan Documents. No delivery of any such notices or other documents shall be of any force or effect unless delivered to Lender and Servicer as provided in connection with a prepayment, defeasance, assumption or modification of the Loanthis Section 9.4(c).

Servicer. (a) At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, servicer and trustee, together with its agents, nominees or designees, are collectively referred to as the “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to the Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitationBorrower shall not be responsible for any set-up fees or any other initial costs relating to or arising under the Servicing Agreement. Borrower shall not be responsible for payment of the annual master servicing fee due to the Servicer under the Servicing Agreement. (b) Notwithstanding the foregoing, following a Securitization, Borrower shall promptly reimburse Lender on demand for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account of Basic Carrying Costs), (b) all actual out-of-pocket reasonable costs and expenses, liquidation fees, workout fees, fees or special servicing fees, operating advisor fees or any other similar fees payable by Lender to Servicer which may be due and payable under the Servicing Agreement (whether on a periodic or a continuing basis) as a result of an Event of Default under the Loan, Loan Documents or the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any of the Loan Documentsenforcement, a refinancing or a restructuring of the credit arrangements provided for under this Agreement the Loan Documents in the nature of a “work-out” of the Loan Documents, Documents or any Bankruptcy Action involving insolvency or bankruptcy of Borrower, Principalin each case without duplication, Guarantor to the extent default interest paid by Borrower under the Loan Documents is insufficient to pay the same (after payment of interest payable on advances made by the Servicer) (provided that in any event annual special servicing fees shall not exceed 0.1875% of the then Outstanding Principal Balance amount per annum, workout fees shall not exceed 0.375% of each collection of interest and principal collections of the Loan, and liquidation fees shall not exceed the amount, if any, by which 0.375% of liquidation proceeds exceeds amount previously paid in respect of workout fees) and (b) during the continuance of an Event of Default or at any time the Loan is specially serviced, the reasonable costs of their respective principals or Affiliates, (c) all costs and expenses of any Property customary property inspections and/or appraisals of the Properties (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain pursuant to the applicable trust and servicing or pooling and servicing agreement (other than the cost of regular annual inspections required to be borne by Servicer under such servicing agreement). Additionally, Borrower shall pay all reasonable out-of-pocket costs and expenses (but not more than one appraisal any additional servicing fee) in connection with any twelve months unless an Event of Default exists), and (d) all costs and expenses relating to or arising from any special consent requests made by Borrower or Guarantor during the term of the Loan includingLoan. For avoidance of doubt, without limitation, no modification fee or other amount (other than Lender’s reasonable out-of-pocket costs) shall be payable in connection with (i) any transaction for which a prepaymentworkout fee is paid, defeasance, or (ii) any assumption or modification of the Loan, except as expressly provided in Section 7.1. To the extent late charges and default interest under the Loan Documents paid by Borrower are insufficient to pay the same (and all actual out-of-pocket reasonable costs and expenses, liquidation fees, workout fees or special servicing fees as a result of an Event of Default under the Loan Documents or the Loan becoming specially serviced, or any enforcement, refinancing or restructuring of the credit arrangements provided for under the Loan Documents in the nature of a “work-out” of the Loan Documents or any insolvency or bankruptcy of Borrower, subject to the caps specified herein), Borrower shall pay the interest payable on advances made by Servicer or the trustee with respect to any delinquent debt service payments and any protective advances.

Servicer. At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitationBorrower shall be responsible for any reasonable set up fees or any other initial costs relating to or arising under the Servicing Agreement, but Borrower shall not be responsible for payment of the regular monthly master servicing fee or trustee fee due to Servicer under the Servicing Agreement or any fees or expenses required to be borne by, and not reimbursable to, Servicer. Notwithstanding the foregoing, Borrower shall promptly reimburse Lender on demand for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property Properties (including, without limitation, on account of Basic Carrying Costs), (b) all costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees payable by Lender to Servicer which may be due and payable under the Servicing Agreement (whether on a periodic or a continuing basis) as a result of an Event of Default under the Loan, the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any of the Loan Documents, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (c) all costs and expenses of any Property inspections and/or appraisals (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more other than one appraisal in any twelve months unless an Event the cost of Default existsregular annual inspections required to be borne by Servicer under the Servicing Agreement), and (d) all costs and expenses relating to or arising from any special requests made by Borrower or Guarantor during the term of the Loan including, without limitation, in connection with a prepayment, defeasance, assumption or modification of the Loan. Borrower shall not be obligated to pay any Servicer fee specifically in connection with Servicer’s review of Leases for approval purposes or processing any requests for disbursement from any of the Reserve Funds.

Servicer. At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as servicer (“Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage mezzanine loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitationLender shall be responsible for any reasonable set-up fees or any other initial costs relating to or arising under the Servicing Agreement and neither Borrower nor any other Loan Party shall be responsible for payment of the regular monthly master servicing fee or trustee fee due to Servicer or the trustee under the Servicing Agreement. Notwithstanding the foregoing, Borrower and the other Loan Parties shall promptly reimburse Lender on demand for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect following: all actual out of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account of Basic Carrying Costs), (b) all pocket reasonable costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees and to the extent charges pursuant to Section 2.3.4 of this Agreement and interest at the Default Rate actually paid by Borrower is insufficient to pay for same, interest payable on advances made by the Servicer or the trustee with respect to (a) delinquent Debt Service payments or expenses of curing Borrower’s or any other Loan Party’s defaults under the Loan Documents, payable by Lender to Servicer which may be due or a trustee and payable provided for under the Servicing Agreement (whether on a periodic or actual out of pocket reasonable expenses paid by Servicer or a continuing basistrustee in respect of the protection and preservation of the Collateral (including, without limitation, payments of Taxes and Insurance Premiums), (b) as a result of an Event of Default under the Loan, Loan or the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any of the Loan Documentsan enforcement, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, Documents or of any Bankruptcy Action involving Borrower, Principal, Guarantor insolvency or bankruptcy proceeding of any of their respective principals Loan Party or Affiliates, (c) the costs of all costs and expenses of any Property property inspections and/or appraisals of the Properties (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more other than one appraisal the cost of regular annual inspections required to be borne by Servicer under the Servicing Agreement). Additionally, Borrower shall pay the customary and reasonable servicing fees in any twelve months unless an Event of Default exists), and (d) all costs and expenses relating to or arising from connection with any special requests made by Borrower Borrower, any other Loan Party or Guarantor during the term of the Loan including, without limitation, in connection with a prepayment, defeasance, assumption or modification of the Loan.

Servicer. (a) At the option of Lender, the Loan may be serviced and administered by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, and trusteecertificate administrator and/or trustee selected by Lender (collectively, together with its agents, nominees or designees, are collectively referred to as the “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to such Servicer pursuant to a pooling servicing agreement between Lender and such Servicer, provided, however, any engagement of the Servicer shall not release the Lender from any of its obligations or responsibilities hereunder. Upon the appointment of a Servicer, to the extent of the delegation to such Servicer, the term “Lender” shall be deemed to include the Servicer. Borrower shall be responsible for payment of (i) any reasonable out-of-pocket expenses of Servicer (including reasonable attorneys’ fees and disbursements) in connection with any release of the Property, any Substitution, any prepayment, defeasance, assumption, amendment or modification of the Loan, any documents or matters requested by Borrower, and (ii) all actual out-of-pocket costs and expenses and all fees of Lender and Servicer, operating advisor, trust advisor and Trustee, and all other actual expenses of any Securitization, in each case resulting from, or incurred during the existence of, Defaults and reasonably foreseeable Defaults by Borrower, the Loan going into special servicing agreementor requests by Borrower (including enforcement expenses and any liquidation fees, servicing agreementworkout fees, special servicing agreement fees following the Loan going into special servicing, operating advisor or trust advisor consulting fees or any other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender similar fees and Servicer. Without limitation, Borrower shall promptly reimburse Lender on demand for (a) interest payable on advances made by the Servicer or the Trustee with respect to delinquent debt service Debt Service payments (to or expenses of curing Borrower’s Defaults under the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or Loan Documents, any expenses paid by Servicer or a trustee in respect of the protection and preservation of the Property (includingProperty, without limitationsuch as payment of taxes and insurance premiums, together with interest on account of Basic Carrying Costsany advances in respect thereof), (b) the costs of all costs and expensesopinions, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees payable by Lender to Servicer which may be due and payable under the Servicing Agreement (whether on a periodic or a continuing basis) as a result of an Event of Default under the Loan, the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any of the Loan Documents, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (c) all costs and expenses of any Property property inspections and/or appraisals (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more than one appraisal in any twelve months unless an Event of Default exists), and (d) all costs and expenses relating due to or arising from any special requests made a request by Borrower or Guarantor during the term occurrence of a Default or reasonably foreseeable Default, together with interest on any advances in respect thereof, and, after the occurrence of a Default or to the extent that Borrower is required to pay such amounts pursuant to the terms of this Agreement or pursuant to any Applicable Law, any taxes payable from the assets of the Loan includingSecuritization and tax related expenses. (b) Notwithstanding Section 9.3.1(a) hereof, Borrower shall not be responsible for the regular master servicing fee or fees or expenses which are customarily borne by a servicer or trustee without limitation, in connection with reimbursement from a prepayment, defeasance, assumption or modification of the Loansecuritization trust.

Servicer. At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitationBorrower shall not be responsible for (i) any set up fees or other initial costs relating to or arising under the Servicing Agreement, (ii) the payment of the regular monthly master servicing fee or trustee fee due to Servicer under the Servicing Agreement, or (iii) any fees or expenses required to be borne by, and not reimbursable to, Servicer. Notwithstanding the foregoing, Borrower shall promptly reimburse Lender on demand for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account of Basic Carrying Costs), (b) all following costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees expenses payable by Lender to Servicer as a result of the Loan becoming specially serviced: (i) any liquidation fees that are due and payable to Servicer under the Servicing Agreement in connection with the exercise of any or all remedies permitted under this Agreement, (ii) any workout fees and special servicing fees that are due and payable with respect to the Loan to Servicer under the Servicing Agreement, which fees may be due and payable under the Servicing Agreement (whether on a periodic or a continuing basis, and (iii) as a result the costs of an Event of Default under the Loan, the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any of the Loan Documents, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (c) all costs and expenses of any Property property inspections and/or appraisals of the Properties (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more other than one appraisal in any twelve months unless an Event the cost of Default existsregular annual inspections required to be borne by Servicer under the Servicing Agreement), and (d) all costs and expenses relating to or arising from any special requests made by Borrower or Guarantor during the term of the Loan including, without limitation, in connection with a prepayment, defeasance, assumption or modification of the Loan.

Servicer. (a) At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, servicer and trustee, together with its agents, nominees or designees, are collectively referred to as the “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to the Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitationBorrower shall not be responsible for any set-up fees or any other initial costs relating to or arising under the Servicing Agreement. Borrower shall not be responsible for payment of the annual master servicing fee due to the Servicer under the Servicing Agreement. (b) Notwithstanding the foregoing, following a Securitization, Borrower shall promptly reimburse Lender on demand for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account of Basic Carrying Costs), (b) all actual out-of-pocket reasonable costs and expenses, liquidation fees, workout fees, fees or special servicing fees, operating advisor fees or any other similar fees payable by Lender to Servicer which may be due and payable under the Servicing Agreement (whether on a periodic or a continuing basis) as a result of an Event of Default under the Loan, Loan Documents or the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any of the Loan Documentsenforcement, a refinancing or a restructuring of the credit arrangements provided for under this Agreement the Loan Documents in the nature of a “work-out” of the Loan Documents, Documents or any Bankruptcy Action involving insolvency or bankruptcy of Borrower, Principalin each case without duplication, Guarantor to the extent default interest paid by Borrower under the Loan Documents is insufficient to pay the same (after payment of interest payable on advances made by the Servicer) (provided that in any event annual special servicing fees shall not exceed 0.1875% of the then Outstanding Principal Balance amount per annum, workout fees shall not exceed 0.375% of each collection of interest and principal collections of the Loan, and liquidation fees shall not exceed the amount, if any, by which 0.375% of liquidation proceeds exceeds the amount previously paid in respect of workout fees) and (b) during the continuance of an Event of Default or at any time the Loan is specially serviced, the reasonable costs of their respective principals or Affiliates, (c) all costs and expenses of any Property customary property inspections and/or appraisals of the Properties (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain pursuant to the applicable trust and servicing or pooling and servicing agreement (other than the cost of regular annual inspections required to be borne by Servicer under such servicing agreement). Additionally, Borrower shall pay all reasonable out-of-pocket costs and expenses (but not more than one appraisal any additional servicing fee) in connection with any twelve months unless an Event of Default exists), and (d) all costs and expenses relating to or arising from any special consent requests made by Borrower or Guarantor during the term of the Loan includingLoan. For avoidance of doubt, without limitation, no modification fee or other amount (other than Lender’s reasonable out-of-pocket costs) shall be payable in connection with (i) any transaction for which a prepaymentworkout fee is paid, defeasance, or (ii) any assumption or modification of the Loan, except as expressly provided in Section 7.1. To the extent late charges and default interest under the Loan Documents paid by Borrower are insufficient to pay the same (and all actual out-of-pocket reasonable costs and expenses, liquidation fees, workout fees or special servicing fees as a result of an Event of Default under the Loan Documents or the Loan becoming specially serviced, or any enforcement, refinancing or restructuring of the credit arrangements provided for under the Loan Documents in the nature of a “work-out” of the Loan Documents or any insolvency or bankruptcy of Borrower, subject to the caps specified herein), Borrower shall pay the interest payable on advances made by Servicer or the trustee with respect to any delinquent debt service payments and any protective advances.

Servicer. At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or or trustee (any such master servicer, primary servicer, special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitationBorrower shall not be responsible for any set up fees or any other initial costs relating to or arising under the Servicing Agreement, and Borrower shall not be responsible for payment of the regular monthly master servicing fee or trustee fee due to Servicer under the Servicing Agreement or any fees or expenses required to be borne by, and not reimbursable to, Servicer. Notwithstanding the foregoing, Borrower shall promptly reimburse Lender on demand for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account of Basic Carrying Costs), (b) all following costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees expenses payable by Lender to Servicer as a result of the Loan becoming specially serviced as a result of an imminent, actual or reasonably foreseeable default or breach with respect to the Loan, or the occurrence of an Event of Default: (i) any liquidation fees that are due and payable to Servicer under the Servicing Agreement in connection with the exercise of any or all remedies permitted under this Agreement, (ii) any workout fees and special servicing fees that are due and payable to Servicer under the Servicing Agreement, which fees may be due and payable under the Servicing Agreement (whether on a periodic or a continuing basis) , and which may be payable to a special servicer, in an amount as a result great as one percent of an Event the outstanding principal balance of Default under the Loan, the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any upon return of the Loan Documentsby the special servicer to the master servicer, a refinancing and (iii) the reasonable out-of-pocket costs of all amounts owed to any third-party contractor in connection with the Servicer obtaining any third-party report, including any property inspections or a restructuring appraisals of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (c) all costs and expenses of any Property inspections and/or appraisals Properties (or any updates to any existing inspection or appraisal) that Servicer determines to obtain or the trustee may be required to obtain (but not more other than one appraisal in any twelve months unless an Event the cost of Default existsregular annual inspections required to be borne by Servicer under the Servicing Agreement), and (d) all costs and expenses relating provided that such fees shall in no event exceed the fees charged to or arising from any special requests made by Borrower or Guarantor during the term of the Loan including, without limitation, in connection with a prepayment, defeasance, assumption or modification of the Loansimilarly situated borrowers.

Servicer. (a) At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, servicer and special servicer and/or trustee (any such master servicer, primary servicer, special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as the “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to the Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitationBorrower shall not be responsible for any set-up fees or any other initial costs relating to or arising under the Servicing Agreement. Borrower shall not be responsible for payment of the initial set-up fees and the monthly master servicing fee due to the Servicer under the Servicing Agreement. (b) Except as otherwise expressly set forth in this Agreement and subject to Section 9.4 hereof, Borrower shall promptly reimburse Lender on demand for pay any customary fees, costs and expenses of the Servicer and any reasonable third-party fees and expenses incurred in each case in connection with a prepayment, release of the Property, approvals under the Loan Documents requested by Borrower, assumption of Borrower’s obligations or amendment or modification of the Loan requested by Borrower subject to and in accordance with any servicing agreement or similar agreement entered into in connection with a Securitization, as well as (ai) any amounts payable in respect of advances (including protective advances, special servicer fee advances and advances of delinquent debt service payments), together with interest payable on advances thereon, made by Servicer pursuant to the servicing agreement, in each case, as a result of Borrower’s default hereunder beyond any applicable grace period (or, with respect to delinquent debt service payments (special servicer fee advances, as a result of the Loan becoming a specially serviced loan pursuant to the servicing agreement) to the extent late charges and default interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account of Basic Carrying Costs), (bii) all costs and expenses, “liquidation fees” related to the Loan in the amounts set forth in the servicing agreement, which amounts shall not exceed one-half percent (0.50%) of liquidation proceeds, (iii) “workout fees” in the amounts set forth in the servicing agreement, which amounts shall not exceed one-half percent (0.50%) of interest and principal collections on the Loan so long as the Loan is a “corrected” mortgage loan, and (iv) “special servicing fees, operating advisor fees or any other similar fees payable by Lender to Servicer which may be due and payable under ” for the Servicing Agreement (whether on a periodic or a continuing basis) as a result of an Event of Default under the Loan, Loan upon the Loan becoming a specially serviced, the commencement or continuance of any enforcement action of any kind with respect serviced loan pursuant to the Loan or any of the Loan Documents, a refinancing or a restructuring of the credit arrangements provided under this Agreement servicing agreement in the nature amounts set forth in the servicing agreement, which amounts shall not exceed one-quarter of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, one percent (c0.25%) all costs and expenses of any Property inspections and/or appraisals (or any updates to any existing inspection or appraisal) that Servicer or the trustee may per annum. At no time shall Borrower be required to obtain (but not deal with or pay for more than one appraisal in any twelve months unless an Event of Default exists), master servicer and (d) all costs and expenses relating to or arising from any one special requests made by Borrower or Guarantor during the term of the Loan including, without limitation, servicer in connection with a prepayment, defeasance, assumption or modification of the Loan.

Servicer. At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitationLender shall be responsible for any set up fees or any other initial costs relating to or arising under the Servicing Agreement and for payment of the regular monthly master servicing fee or trustee fee due to Servicer under the Servicing Agreement and any fees or expenses required to be borne by, and not reimbursable to, Servicer. Notwithstanding the foregoing, Borrower shall promptly reimburse Lender on demand for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent charges are due pursuant to Section 2.3.4 and interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account of Basic Carrying Costs), Collateral and (b) all costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees payable by Lender to Servicer which may be due and payable under the Servicing Agreement Servicer: (whether on a periodic or a continuing basisi) as a result of an Event of Default under the Loan, Loan or the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any of the Loan Documentsan enforcement, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan DocumentsDocuments or of any insolvency or bankruptcy proceeding; (ii) any liquidation fees, workout fees, special servicing fees, operating advisor fees or any Bankruptcy Action involving Borrowerother similar fees that are due and payable to Servicer under the Servicing Agreement or the trustee, Principal, Guarantor which fees may be due and payable under the Servicing Agreement on a periodic or any continuing basis; (iii) the costs of their respective principals or Affiliates, (c) all costs and expenses of any Property property inspections and/or appraisals of the Property (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more other than one appraisal in any twelve months unless an Event the cost of Default existsregular annual inspections required to be borne by Servicer under the Servicing Agreement), and ; or (div) all costs and expenses relating to or arising from any special requests made by Borrower or Guarantor during the term of the Loan including, without limitation, in connection with a prepayment, defeasance, assumption or modification of the Loan.

Servicer. (a) At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, servicer and trustee, together with its agents, nominees or designees, are collectively referred to herein as “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or and/or other agreement providing for the servicing of one (1) or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitation, Borrower shall promptly reimburse Lender on demand be responsible for (ai) interest payable on advances made by Servicer with respect any reasonable set-up fees not to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account of Basic Carrying Costs), (b) all costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees exceed $1,000.00 or any other similar fees payable by Lender to Servicer which may be due and payable under the Servicing Agreement (whether on a periodic or a continuing basis) as a result of an Event of Default under the Loan, the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any of the Loan Documents, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (c) all costs and expenses of any Property inspections and/or appraisals (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more than one appraisal in any twelve months unless an Event of Default exists), and (d) all initial costs and expenses relating to or arising from under the Servicing Agreement and (ii) any special requests made by Borrower or Guarantor during the term fees and expenses of the Loan Servicer (including, without limitation, attorneys’ fees and disbursements) in connection with a any release of the Property, any prepayment, defeasance, assumption assumption, amendment or modification of the Loan, any documents or matters requested by Borrower, special servicing or work-out of the Loan or enforcement of the Loan Documents. Without limiting the generality of the foregoing, Servicer shall be entitled to reimbursement of costs and expenses as and to the same extent (but without duplication) as Lender is entitled thereto under this Agreement and the other Loan Documents. (b) Upon notice thereof from Lender, Servicer shall have the right to exercise all rights of Lender and enforce all obligations of Borrower and Guarantor pursuant to the provisions of this Agreement and the other Loan Documents. (c) Provided Borrower shall have been given notice of Servicer’s address by Lender, Borrower shall deliver, or cause to be delivered, to Servicer duplicate originals of all notices and other documents and instruments which Borrower or Guarantor may or shall be required to deliver to Lender pursuant to this Agreement and the other Loan Documents (and no delivery of such notices or other documents and instruments by Borrower or Guarantor shall be of any force or effect unless delivered to Lender and Servicer as provided above).

Servicer. At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitationBorrower shall not be responsible for any set up fees or any other initial costs relating to or arising under the Servicing Agreement, or for payment of the regular monthly master servicing fee or trustee fee due to Servicer under the Servicing Agreement or any fees or expenses required to be borne by, and not reimbursable to, Servicer. Notwithstanding the foregoing, Borrower shall promptly reimburse Lender on demand for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account of Basic Carrying Costs), (b) all costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees payable by Lender to Servicer which may be due and payable under the Servicing Agreement (whether on a periodic or a continuing basis) as a result of an Event of Default under the Loan, the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any of the Loan Documents, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Key Principal, Guarantor or any of their respective principals or Affiliates, (c) all costs and expenses of any Property inspections and/or appraisals (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more other than one appraisal in any twelve months unless an Event the cost of Default existsregular annual inspections required to be borne by Servicer under the Servicing Agreement), and (d) all costs and expenses relating to or arising from any special requests made by Borrower or Guarantor during the term of the Loan including, without limitation, in connection with a prepayment, defeasance, assumption or modification of the Loan.

Servicer. At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer; provided, however, that Borrower and Lender hereby agree that the master Servicer shall be Midland. Without limitationBorrower shall be responsible for any reasonable set up fees or any other initial costs relating to or arising under the Servicing Agreement, but Borrower shall not be responsible for payment of the regular monthly master servicing fee or trustee fee due to Servicer under the Servicing Agreement or any fees or expenses required to be borne by, and not reimbursable to, Servicer. Notwithstanding the foregoing, Borrower shall promptly reimburse Lender on demand for for: (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or reasonable and documented expenses paid by Servicer or trustee in respect of the protection and preservation of the Property Properties (including, without limitation, on account payments of Basic Carrying CostsProperty Taxes, Insurance Premiums and Ground Rent), (b) all reasonable and documented costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees payable by Lender to Servicer which may be due and payable under the Servicing Agreement (whether on a periodic or a continuing basis) as a result of an Event of Default under the Loan, Loan or the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any of the Loan Documentsan enforcement, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, Documents or of any insolvency or bankruptcy proceeding or any Bankruptcy Action involving Borrowerother similar fees that are due and payable to Servicer under the Servicing Agreement or the trustee, Principal, Guarantor which fees may be due and payable under the Servicing Agreement on a periodic or any of their respective principals or Affiliates, continuing basis; (c) the costs of all costs and expenses of any Property property inspections and/or appraisals of the Properties (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more other than one appraisal in any twelve months unless an Event the cost of Default exists), regular annual inspections required to be borne by Servicer under the Servicing Agreement) and are permitted pursuant to this Agreement; and (d) all any costs and or expenses relating to or arising from any incurred in connection with special requests made by Borrower Borrower, Sole Member or Guarantor during the term of the Loan including, without limitation, in connection with a prepayment, defeasance, assumption or modification of the Loan; provided, however, that Borrower shall not be liable for the payment of any such costs and expenses to the extent the same arise by reason of the gross negligence, illegal acts, fraud or willful misconduct of Servicer or Lender.

Servicer. At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as “Servicer”) selected by Lender after consultation with Borrower with respect to the initial master servicer and initial special servicer, subject to the last sentence of this Section 9.4, and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to Servicer pursuant to a pooling and servicing agreement, trust and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without Prior to the execution of any Servicing Agreement, Lender shall provide Borrower with a copy of such proposed Servicing Agreement for Borrower’s review; provided that Borrower’s approval shall not be required in connection with Lender’s entry into any such Servicing Agreement. Borrower shall not be responsible for any cost or expenses relating to the Servicing Agreement or the services provided by Servicer thereunder, including, without limitation, any set-up fees or other initial costs, the regular monthly master servicing fee or trustee fee due to Servicer under the Servicing Agreement or any other fees or expenses required to be borne by, and not reimbursable to, Servicer, provided that, notwithstanding the foregoing, Borrower shall promptly reimburse Lender on demand for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent charges pursuant to Section 2.3.4 and interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer in curing any Event of Default hereunder and which are provided for under the Servicing Agreement or trustee actual, out-of-pocket expenses paid by Servicer in respect of the protection and preservation of the Property Properties (including, without limitation, on account payments of Basic Carrying CostsTaxes and Insurance Premiums), (b) all following a Rated Securitization, the following costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees expenses payable by Lender to Servicer as a result of the Loan becoming specially serviced (to the extent charges pursuant to Section 2.3.4 and interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same): (i) any liquidation fees that are due and payable to Servicer under the Servicing Agreement in connection with the exercise of any or all remedies permitted under this Agreement, provided, that, in no instance shall such liquidation fees exceed 0.25% of liquidation proceeds, (ii) any workout fees and special servicing fees that are due and payable to Servicer under the Servicing Agreement, which fees may be due and payable under the Servicing Agreement (whether on a periodic or a continuing basis, provided, that, in no instance shall (1) as a result the annual special servicing fees exceed 0.15% of the outstanding amount of the Loan per annum and (2) any work-out fees exceed 0.25% of each collection of interest and principal of the Loan, and (iii) during the continuance of an Event of Default under the LoanDefault, the Loan becoming specially serviced, the commencement or continuance costs of any enforcement action of any kind with respect to the Loan or any of the Loan Documents, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (c) all costs and expenses of any Property property inspections and/or appraisals of the Properties (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more other than one appraisal in any twelve months unless an Event the cost of Default existsregular annual inspections required to be borne by Servicer under the Servicing Agreement), and (dc) all costs customary and expenses relating to or arising from reasonable servicing fees in connection with any special requests made by Borrower or Guarantor to Servicer during the term of the Loan includingLoan, without limitationprovided that servicing fees, excluding any reasonable out-of-pocket third party attorneys’ fees and expenses, in connection with a prepaymentthe routine and customary lease consent request or other leasing matter shall not exceed $5,000.00 in the aggregate. Borrower hereby acknowledges that Xxxxx Fargo Bank, defeasanceNational Association has been approved as the initial master servicer and KeyBank, assumption or modification of National Association has been approved as the Loaninitial special servicer.

Servicer. At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or or trustee (any such master servicer, primary servicer, special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitationWhile the Loan is in special servicing, Borrower shall promptly reimburse Lender on demand for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account of Basic Carrying Costs), (b) all following costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees expenses payable by Lender to Servicer as a result of the Loan becoming specially serviced: (i) any liquidation fees that are due and payable to Servicer under the Servicing Agreement in connection with the exercise of any or all remedies permitted under this Agreement, (ii) any workout fees and special servicing fees that are due and payable to Servicer under the Servicing Agreement, which fees may be due and payable under the Servicing Agreement (whether on a periodic or a continuing basis) , and which may be payable to a special servicer, in an amount as a result great as one percent of an Event the outstanding principal balance of Default under the Loan, the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any upon return of the Loan Documentsby the special servicer to the master servicer, a refinancing and (iii) the costs of all amounts owed to any third-party contractor in connection with the Servicer obtaining any third-party report, including any property inspections or a restructuring appraisals of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (c) all costs and expenses of any Property inspections and/or appraisals Properties (or any updates to any existing inspection or appraisal) that Servicer reasonably determines to obtain or the trustee may be required to obtain (but not more other than one appraisal in any twelve months unless an Event the cost of Default existsregular annual inspections required to be borne by Servicer under the Servicing Agreement), and (d) all costs and expenses relating to or arising from any special requests made by Borrower or Guarantor during the term of the Loan including, without limitation, in connection with a prepayment, defeasance, assumption or modification of the Loan.

Servicer. At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitationBorrower shall be responsible for any reasonable set up fees or any other initial costs relating to or arising under the Servicing Agreement but Borrower shall not be responsible for payment of the regular monthly master servicing fee or trustee fee due to Servicer under the Servicing Agreement or any fees or expenses required to be borne by, and not reimbursable to, Servicer. Notwithstanding the foregoing, Borrower shall promptly reimburse Lender on demand for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account of Basic Carrying Costs), (b) all following costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees expenses payable by Lender to Servicer as a result of the Loan becoming specially serviced: (i) any liquidation fees that are due and payable to Servicer under the Servicing Agreement in connection with the exercise of any or all remedies permitted under this Agreement, (ii) any workout fees and special servicing fees that are due and payable to Servicer under the Servicing Agreement, which fees may be due and payable under the Servicing Agreement (whether on a periodic or a continuing basis, and (iii) as a result the costs of an Event of Default under the Loan, the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any of the Loan Documents, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (c) all costs and expenses of any Property property inspections and/or appraisals of the Property (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more other than one appraisal in any twelve months unless an Event the cost of Default existsregular annual inspections required to be borne by Servicer under the Servicing Agreement), and (d) all costs and expenses relating to or arising from any special requests made by Borrower or Guarantor during the term of the Loan including, without limitation, in connection with a prepayment, defeasance, assumption or modification of the Loan.

Servicer. At the option of LenderAdministrative Agent, the Loan may be serviced by a master servicer, primary servicer, servicer and/or special servicer and/or trustee (any such master servicer, primary servicer, servicer and special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as “Servicer”) selected by Lender Administrative Agent subject to the last sentence of this Section 9.4, and Lender Administrative Agent may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender Administrative Agent and Servicer. Without Borrower shall not be responsible for any cost or expenses relating to the Servicing Agreement or the services provided by Servicer thereunder, including, without limitation, any set-up fees or other initial costs, the regular monthly servicing fee or trustee fee due to Servicer under the Servicing Agreement or any other fees or expenses required to be borne by, and not reimbursable to, Servicer, provided that, notwithstanding the foregoing, Borrower shall promptly reimburse Lender Administrative Agent on demand for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent charges pursuant to Section 2.3.4 and interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer in curing any Event of Default hereunder and which are provided for under the Servicing Agreement or trustee actual, out-of-pocket expenses paid by Servicer in respect of the protection and preservation of the Property Properties (including, without limitation, on account payments of Basic Carrying CostsTaxes and Insurance Premiums), (b) all the following costs and expensesexpenses payable by Administrative Agent to Servicer as a result of the Loan becoming specially serviced: (i) any liquidation fees that are due and payable to Servicer under the Servicing Agreement in connection with the exercise of any or all remedies permitted under this Agreement, liquidation fees, (ii) any workout fees, fees and special servicing fees, operating advisor fees or any other similar fees that are due and payable by Lender to Servicer under the Servicing Agreement, which fees may be due and payable under the Servicing Agreement (whether on a periodic or a continuing basis, and (iii) as a result during the continuance of an Event of Default under the LoanDefault, the Loan becoming specially serviced, the commencement or continuance costs of any enforcement action of any kind with respect to the Loan or any of the Loan Documents, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (c) all costs and expenses of any Property property inspections and/or appraisals of the Properties (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more other than one appraisal in any twelve months unless an Event the cost of Default existsregular annual inspections required to be borne by Servicer under the Servicing Agreement), and (dc) all costs customary and expenses relating to or arising from reasonable servicing fees in connection with any special requests made by Borrower or Guarantor to Servicer during the term of the Loan including, without limitation, in connection with a prepayment, defeasance, assumption or modification of the Loan.

Servicer. At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, /special servicer/trustee selected by Lender (collectively, and trustee, together with its agents, nominees or designees, are collectively referred to as the “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to such Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and such Servicer. Without limitationlimitation of any other provision contained herein, Borrower shall be responsible for the set-up costs and other initial costs relating to or arising under the applicable servicing agreement with Servicer and Borrower shall not be responsible for the payment of the regular monthly master servicing fee or any other fees and expenses of the Servicer under the servicing agreement. Notwithstanding the foregoing, Borrower shall promptly reimburse Lender on demand for (a) all actual out-of-pocket reasonable costs and expenses incurred for enforcement of the Loan, liquidation fees, workout fees, special servicing fees, operating advisor fees, certificate administrator fees or any other similar fees, (b) to the extent late charges and default interest under the Loan Documents paid by Borrower are insufficient to pay the same, interest payable on advances made by Servicer or the trustee with respect to (i) delinquent debt service Debt Service payments or expenses related to curing an Event of Default, payable by Lender to Servicer or a trustee and provided for under any servicing agreement or actual out of pocket reasonable expenses paid by Servicer or a trustee in respect of the protection and preservation of any Property or the Collateral (including, without limitation, payments of Taxes and Insurance Premiums), (ii) as a result of an Event of Default under the Loan or the Loan becoming specially serviced, an enforcement, refinancing or restructuring of the credit arrangements provided for under the Loan Documents in the nature of a “work-out” of the Loan Documents or any insolvency or bankruptcy of Borrower or (iii) the documentation of a conversion of the Benchmark and any related Conforming Changes, and (c) during the continuance of an Event of Default, the costs of all property inspections and/or appraisals of the Properties (or any updates to any existing inspection or appraisal) that Servicer may be required to obtain (other than the cost of regular annual inspections required to be borne by Servicer under any servicing agreement). Additionally, Borrower shall pay the customary and reasonable servicing fees in connection with any special requests made by Borrower during the term of the Loan. Notwithstanding anything to the contrary contained herein, the annual special servicing fees shall not exceed 0.15% of the Loan, work-out fees shall not exceed 0.25% of each collection of interest and principal of the Loan, and liquidation fees shall not exceed 0.25% of liquidation proceeds (and in each case, such fees shall only be payable to the extent that interest at the Default Rate under the Loan Documents actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account of Basic Carrying Costs), (b) all costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees payable by Lender to Servicer which may be due and payable under the Servicing Agreement (whether on a periodic or a continuing basis) as a result of an Event of Default under the Loan, the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any of the Loan Documents, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (c) all costs and expenses of any Property inspections and/or appraisals (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more than one appraisal in any twelve months unless an Event of Default exists), and (d) all costs and expenses relating to or arising from any special requests made by Borrower or Guarantor during the term of the Loan including, without limitation, in connection with a prepayment, defeasance, assumption or modification of the Loan.

Servicer. At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitationBorrower shall be responsible for any reasonable set up fees or any other initial costs relating to or arising under the Servicing Agreement, but Borrower shall not be responsible for payment of the regular monthly master servicing fee or trustee fee due to Servicer under the Servicing Agreement or any fees or expenses required to be borne by, and not reimbursable to, Servicer. Notwithstanding the foregoing, Borrower shall promptly reimburse Lender on demand for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent charges are due pursuant to Section 2.3.4 and interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property Properties (including, without limitation, on account payments of Basic Carrying Costs), Taxes and Insurance Premiums) and (b) all costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees payable by Lender to Servicer which may be due and payable under the Servicing Agreement Servicer: (whether on a periodic or a continuing basisi) as a result of the continuance of an Event of Default under the Loan, Loan or the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any of the Loan Documentsan enforcement, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan DocumentsDocuments or of any insolvency or bankruptcy proceeding; (ii) any liquidation fees, workout fees, special servicing fees, operating advisor fees or any Bankruptcy Action involving Borrowerother similar fees that are due and payable to Servicer under the Servicing Agreement or the trustee, Principal, Guarantor which fees may be due and payable under the Servicing Agreement on a periodic or any continuing basis; (iii) the costs of their respective principals or Affiliates, (c) all costs and expenses of any Property property inspections and/or appraisals of the Properties (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more other than one appraisal in any twelve months unless an Event the cost of Default existsregular annual inspections required to be borne by Servicer under the Servicing Agreement), and ; or (div) all costs and expenses relating to or arising from any special requests expressly made by Borrower or Guarantor during the term of the Loan including, without limitation, in connection with a prepayment, defeasance, assumption or modification of the Loan.

Servicer. (a) At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, servicer or special servicer and/or trustee (any such master servicer, primary servicer, special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as the “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to the Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitation, Borrower shall promptly reimburse Lender on demand not be responsible for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account of Basic Carrying Costs), (b) all costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor any set-up fees or any other similar initial costs relating to or arising under the Servicing Agreement. Borrower shall be responsible for payment of usual and customary fees payable by Lender to and expenses of Servicer which may be due and payable under the Servicing Agreement (whether excluding any set up fees or annual master servicing fees under the Servicing Agreement). (b) Without limiting the foregoing, Borrower shall pay any fees and expenses of the Servicer and any customary third-party fees and expenses in connection with any prepayments, releases of the Collateral, approvals under the Loan Documents requested by Borrower, other requests by or on a periodic or a continuing basis) as a result behalf of an Event of Default Borrower under the Loan, defeasance, assumption of Borrower’s obligations or modification of the Loan becoming specially servicedLoan, as well as any fees and expenses in connection with the commencement special servicing or continuance work-out of any enforcement action of any kind with respect to the Loan or any enforcement of the Loan Documents, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of including, (i) special servicing fees, if the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any becomes a specially serviced loan under the Servicing Agreement (which monthly special servicing fees shall not exceed one- quarter of their respective principals or Affiliatesone percent (0.25%) per annum), (cii) all costs and expenses of any Property inspections and/or appraisals operating or trust advisor fees (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more than one appraisal in any twelve months unless an Event of Default exists), and (d) all costs and expenses relating to or arising from any special requests made by Borrower or Guarantor during the term of if the Loan including, without limitation, is a specially serviced loan under the Servicing Agreement or in connection with a prepaymentworkout), defeasance(iii) work-out fees (which work-out fees shall not exceed one percent (1.00%) of interest and principal collections on the Loan or, assumption if the Loan is sold into a so called “single-asset (i.e., the Property) single-borrower (i.e., Borrower)” Securitization, one-half of one percent (0.5%) of interest and principal collections on the Loan), (iv) liquidation fees (which liquidation fees shall not exceed one percent (1.00%) of liquidation proceeds or, if the Loan is sold into a so called “single-asset (i.e., the Property) single-borrower (i.e., Borrower)” Securitization, one-half of one percent (0.5%) of liquidation proceeds), (v) attorneys fees and expenses and (vi) other fees and expenses in connection with the modification or modification restructuring of the Loan.

Servicer. At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as servicer (“Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitationLender shall be responsible for any reasonable set-up fees or any other initial costs relating to or arising under the Servicing Agreement and Borrower shall not be responsible for payment of the regular monthly master servicing fee or trustee fee due to Servicer or the trustee under the Servicing Agreement or any fees or expenses required to be borne by Servicer. Notwithstanding the foregoing, Borrower shall promptly reimburse Lender on demand for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (the following: all actual out-of-pocket reasonable costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees, certificate administrator fees or any other similar fees and to the extent charges pursuant to Section 2.3.4 hereof and interest at the Default Rate actually paid by Borrower in respect of such payments are is insufficient to pay for same, interest payable on advances made by the sameServicer or the trustee with respect to (a) delinquent Debt Service payments or expenses of curing any default by Borrower, Operating Lessee or Guarantor under the Loan Documents, payable by Lender to Servicer or a trustee and provided for under the Servicing Agreement or actual out-of-pocket reasonable expenses paid by Servicer or a trustee in respect of the protection and preservation of the Property (including, without limitation, on account payments of Basic Carrying CostsTaxes and Insurance Premiums), (b) all costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees payable by Lender to Servicer which may be due and payable under the Servicing Agreement (whether on a periodic or a continuing basis) as a result of an Event of Default under the Loan, or the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any of the Loan Documentsan enforcement, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, Documents or of any Bankruptcy Action involving insolvency or bankruptcy proceeding of Borrower, Principal, Operating Lessee or Guarantor or any of their respective principals or Affiliates, (c) the costs of all costs and expenses of any Property property inspections and/or appraisals of the Property (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more other than one appraisal the cost of regular annual inspections required to be borne by Servicer under the Servicing Agreement). Additionally, Borrower shall pay the customary and reasonable servicing fees in any twelve months unless an Event of Default exists), and (d) all costs and expenses relating to or arising from connection with any special requests made by Borrower Borrower, Operating Lessee or Guarantor during the term of the Loan including, without limitation, in connection with a prepayment, defeasance, assumption or modification of the Loan. Lender (or a Servicer on Lender’s behalf) shall grant or deny with a reasonable explanation any consent required hereunder within a ten (10) day period (or such shorter period as provided in this Agreement) after the receipt of the applicable request and all documents in connection therewith. In the event that Lender (or a Servicer on Lender’s behalf) fails to respond within said ten (10) day period (or such shorter period as provided in this Agreement), such failure shall be deemed to be the consent and approval of Lender (or a Servicer on Lender’s behalf) if, after the expiration of said ten (10) day period (A) Borrower has resubmitted to Lender (or a Servicer on Lender’s behalf) the applicable documents, with the notation “IMMEDIATE RESPONSE REQUIRED, FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN FIVE (5) DAYS (OR SUCH SHORTER PERIOD AS REQUIRED BY THIS AGREEMENT) FROM RECEIPT SHALL BE DEEMED TO BE LENDER’S APPROVAL” prominently displayed in bold, all caps and fourteen (14) point or larger font in the transmittal letter requesting approval and (B) Lender (or a Servicer on Lender’s behalf) does not approve or reject (with a reasonable explanation) the applicable request within such five (5) day period (or such shorter period as provided in this Agreement) from the date Lender (or a Servicer on Lender’s behalf) receives such request as evidenced by a certified mail return receipt or confirmation by a reputable national overnight delivery service that the same has been delivered. Lender hereby agrees to endeavor to appoint Midland Loan Services as the initial master servicer of the Loan.

Servicer. At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitation, Borrower shall promptly reimburse Lender on demand for (a) interest payable From and after the Closing Date, the Servicer, as an independent contractor, shall manage, service, administer and make Collections on advances made the Receivables and perform the other actions required by the Servicer under this Agreement. The Servicer's duties include, but are not limited to, collection and posting of all payments, responding to inquiries of the Obligors on such Receivables, investigating delinquencies, sending payment coupons to Obligors, reporting tax information to Obligors, monitoring the Conveyed Assets, accounting for Collections, preparing tax forms required by any federal, state or local tax authority, if any, furnishing the Servicer Reports and annual statements required pursuant to Sections 5.02 and 6.03 and making Monthly Advances pursuant to Section 5.03. The Servicer will service the Receivables in accordance with the servicing standard set forth in Exhibit H or in the event that Exhibit H does not specify a standard with respect to delinquent debt a particular servicing function, in accordance with its usual and customary procedures consistent with the procedures employed by institutions that service payments (to motor vehicle retail installment contracts or motor vehicle installment loan notes for their own account or for the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account of Basic Carrying Coststhird parties (the foregoing, the "Servicing Standard"), . (b) all costs The Servicer may, in accordance with the Servicing Standard, grant extensions on a Receivable with respect to a Receivable for which the related Obligor is delinquent for failure of payment. The Servicer shall not grant more than one (1) extension on such Receivable in any calendar year and expensesnot more than three (3) extensions on any such Receivable and shall not extend the date for the final payment by any Obligor of any Receivable beyond October 15, liquidation fees2010, workout feesthe Servicer shall promptly purchase such Receivable in the manner provided in Section 6.01(b). As necessary to maximize collections on the Receivables and in accordance with its Servicing Standards, special servicing fees, operating advisor fees or the Servicer may in its discretion waive any other similar fees payable by Lender to Servicer which Late Fees that may be due and payable under collected in the Servicing Agreement (whether ordinary course of servicing a Receivable. The use of a pass-a-payment coupon shall not be considered an extension on a periodic or a continuing basisReceivable pursuant to this Section 4.01(b). (c) as a result Without limiting the generality of an Event of Default under the Loanforegoing, the Loan becoming specially servicedServicer is hereby authorized and empowered, to execute and deliver on behalf of itself and the commencement Purchaser, all instruments of satisfaction or continuance cancellation, or of any enforcement action of any kind partial or full release, discharge and all other comparable instruments, with respect to the Loan Receivables and Financed Vehicles. If the Servicer commences a legal proceeding to enforce a Receivable, the Purchaser will thereupon be deemed to have automatically assigned, solely for the purpose of collection, such Receivable to the Servicer. If in any enforcement suit or any legal proceeding it shall be held that the Servicer may not enforce a Receivable on the ground that it is not a real party in interest or a holder entitled to enforce the Receivable, the Servicer may, with the prior written approval of the Loan DocumentsPurchaser, a refinancing maintain such enforcement suit or a restructuring legal proceeding in the name of the credit arrangements provided Purchaser or an affiliate. If reasonably required by the Servicer, the Purchaser shall furnish the Servicer, with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement Agreement. (d) The Servicer shall, consistent with the Servicing Standard, take such steps as are necessary to maintain perfection of the security interest created by each Receivable in the nature related Financed Vehicle in favor of the Purchaser and its successors and assigns. The Servicer is hereby authorized to take such steps as are necessary to re-perfect such security interest on behalf of the Purchaser and its successors and assigns in the event of the relocation of the related Financed Vehicle, or for any other reason. Notwithstanding the foregoing, (i) the Servicer, shall have no obligation to audit the perfection or re-perfection of security interests in the Financed Vehicles; and (ii) the Seller shall have no obligation to perfect or re-perfect unless it is aware that perfection or re-perfection is necessary. (e) Except as permitted by the Servicing Standard, the Servicer shall not (i) release the Financed Vehicle securing each Receivable from the security interest granted by such Receivable in whole or in part except in the event of payment in full by or on behalf of the Obligor thereunder or repossession, (ii) impair the rights of the Purchaser in the Receivables, (iii) change the Contract Rate with respect to any Receivable, or (iv) modify the Principal Balance or the total number of originally scheduled due dates of any Receivable. (f) The Servicer shall comply with Applicable Law in connection with the satisfaction of a “work-out” Receivable and the release of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, Receivable Files. (cg) all costs and expenses of any Property inspections and/or appraisals (or any updates to any existing inspection or appraisal) that The Servicer or the trustee Purchaser, as the case may be required to obtain (but not more than one appraisal be, shall promptly inform the other Party, in writing, upon the discovery of any twelve months unless an Event breach by the Servicer of Default existsSection 4.01(b), and (d) all costs or (e). If such breach is curable and expenses relating to or arising from any special requests made by Borrower or Guarantor during the term Servicer shall have timely commenced such cure but notwithstanding its due and diligent efforts, the breach shall not be capable of cure within sixty (60) days of the Loan includingearlier of either discovery by or notice to the Servicer of such breach, without limitationthe Servicer shall, upon receipt of written consent by the Purchaser, have up to two additional thirty (30) day period to effectuate the cure (up to an aggregate total of 120 days) so long as it is acting in connection with a prepaymentgood faith to effectuate such cure. If such cure is not effectuated after 120 days (or within sixty (60) or ninety (90) days, defeasanceif the applicable extension was not granted by the Purchaser), assumption or modification the Servicer shall purchase the Receivable affected by such breach at the Receivable Repurchase Price by deposit of the LoanReceivable Repurchase Price on the next Remittance Date. The sole remedy of the Purchaser with respect to a breach pursuant to Section 4.01(b), (d) or (e) or of any breach of the Seller's representations and warranties shall be limited to the purchase of Receivables in accordance with this clause (g) and the indemnification provisions set forth in Section 8.01.

Servicer. (a) At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, servicer and trustee, together with its agents, nominees or designees, are collectively referred to as the “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to the Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitationBorrower shall not be responsible for any set-up fees or any other initial costs relating to or arising under the Servicing Agreement. Borrower shall not be responsible for payment of the annual master servicing fee due to the Servicer under the Servicing Agreement. (b) Other than as set provided in Section 10.21 (a) above or elsewhere in this Agreement, Borrower shall promptly reimburse Lender on demand for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect all of the protection fees and preservation expenses of the Property (Servicer and any reasonable third-party fees and expenses in connection with the Loan, including any prepayments, releases of any Individual Property, approvals under the Loan Documents requested by Borrower, other requests under the Loan, assumption of Borrower’s obligations or modification of the Loan, as well as any fees and expenses in connection with the special servicing or work-out of the Loan or enforcement of the Loan Documents, including, without limitation, on account of Basic Carrying Costs), (b) all costs and expenses, liquidation fees, workout fees, special servicing fees, operating or trust advisor fees or any other similar fees payable by Lender to Servicer which may be due and payable under the Servicing Agreement (whether on a periodic or a continuing basis) as a result of an Event of Default under the Loan, if the Loan becoming is a specially serviced, the commencement serviced loan or continuance of any enforcement action of any kind with respect to the Loan or any of the Loan Documents, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (c) all costs and expenses of any Property inspections and/or appraisals (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more than one appraisal in any twelve months unless an Event of Default exists), and (d) all costs and expenses relating to or arising from any special requests made by Borrower or Guarantor during the term of the Loan including, without limitation, in connection with a prepaymentworkout), defeasancework-out fees, assumption liquidation fees, attorneys fees and expenses and other fees and expenses in connection with the modification or modification restructuring of the Loan; provided that if another provision of this Agreement requires the payment of any fee to Lender and/or Servicer with respect to any matter, no additional fee charged by Servicer shall be payable by Borrower with respect to such matter pursuant to this Section 10.21(b).

Servicer. At the option of Lender, the Loan may be serviced by an affiliate of Lender or a master servicer, primary servicer, special third-party loan servicer and/or trustee (any such master servicer, primary servicer, special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as the “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitationBorrower shall be responsible for any reasonable set up fees or any other initial costs relating to or arising under the Servicing Agreement, but Borrower shall not be responsible for payment of the regular monthly servicing fee due to Servicer under the Servicing Agreement or any fees or expenses required to be borne by, and not reimbursable to, Servicer. Notwithstanding the foregoing, Borrower shall promptly reimburse Lender on demand for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent charges are due pursuant to Sections 2.2.4 and 2.3.5 and interest at the Default Rate actually paid by Borrower in respect of such payments are is insufficient to pay the same) or and expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account payments of Basic Carrying Costs), Taxes and Insurance Premiums) and (b) all of the following actual out-of-pocket costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees payable by Lender to Servicer which may be due and payable under the Servicing Agreement Servicer: (whether on a periodic or a continuing basisi) as a result of an Event of Default under the Loan, Loan or the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any of the Loan Documentsan enforcement, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan DocumentsDocuments or of any insolvency or bankruptcy proceeding; (ii) any liquidation fees, workout fees, special servicing fees, operating advisor fees or any Bankruptcy Action involving Borrowerother similar fees that are due and payable to Servicer under the Servicing Agreement, Principal, Guarantor which fees may be due and payable under the Servicing Agreement on a periodic or any continuing basis; (iii) the costs of their respective principals or Affiliates, (c) all costs and expenses of any Property property inspections and/or appraisals of the Property (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more other than one appraisal in any twelve months unless an Event the cost of Default existsregular annual inspections required to be borne by Servicer under the Servicing Agreement), and ; or (div) all costs and expenses relating to or arising from any special requests made by Borrower or Guarantor during the term of the Loan including, without limitation, in connection with a prepayment, defeasance, assumption or modification of the Loan.

Servicer. (a) At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, servicer and trustee, together with its agents, nominees designees or designeesnominees, are collectively referred to as collectively, “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to the Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or and/or other agreement providing for the servicing of one (1) or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitationBorrower shall be responsible for any reasonable set-up fees and any other initial costs relating to or arising under the Servicing Agreement. In addition, Borrower shall promptly reimburse Lender on demand for pay (ai) interest payable on advances made by any fees and expenses of Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account of Basic Carrying Costsattorneys’ fees and disbursements), (b) all costs which fees and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees payable by Lender to Servicer which expenses may be due and payable under the Servicing Agreement (whether on a periodic or a continuing basis) as a result basis in accordance with the Servicing Agreement, in connection with any release of an Event the Property, any prepayment, defeasance, assumption, amendment or modification of Default under the Loan, the Loan becoming specially servicedany documents or other matters requested by Borrower or any Guarantor, the commencement special servicing or continuance workout of any enforcement action of any kind with respect to the Loan or any enforcement of the Loan Documents, a refinancing including, without limitation, any liquidation fees that may be due to Servicer under the Servicing Agreement in connection with the exercise of any or a restructuring of the credit arrangements provided all remedies permitted under this Agreement in and (ii) the nature costs of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (c) all costs and expenses of any Property property inspections and/or appraisals of the Property (or any updates to any existing inspection or appraisal) required under the Servicing Agreement or that a Servicer or may otherwise require under the trustee may be Servicing Agreement (other than the cost of regular annual inspections required to obtain (but not more than one appraisal in any twelve months unless an Event be borne by Servicer under the Servicing Agreement). Without limiting the generality of Default exists)the foregoing, and (d) all Servicer shall be entitled to reimbursement of costs and expenses relating as and to or arising from any special requests made by Borrower or Guarantor during the term same extent (but without duplication) as Lender is entitled thereto pursuant to the terms of the Loan includingDocuments. (b) Upon notice thereof from Lender, without limitationServicer shall have the right to exercise all rights of Lender and enforce all obligations of Borrower and Guarantor under the Loan Documents. (c) Provided Borrower shall have received notice from Lender of Servicer’s address, Borrower shall deliver, and cause to be delivered, to Servicer duplicate originals of all notices and other documents and instruments which Borrower and/or Guarantor deliver to Lender pursuant to the Loan Documents. No delivery of any such notices or other documents shall be of any force or effect unless delivered to Lender and Servicer as provided in connection with a prepayment, defeasance, assumption or modification of the Loanthis Section 11.24(c).

Servicer. At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitationBorrower shall be responsible for any reasonable set up fees or any other initial costs relating to or arising under the Servicing Agreement, but Borrower shall not be responsible for payment of the regular monthly master servicing fee or trustee fee due to Servicer under the Servicing Agreement or any fees or expenses required to be borne by, and not reimbursable to, Servicer. Notwithstanding the foregoing, Borrower shall promptly reimburse Lender on demand for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent charges are due pursuant to Section 2.3.4 and interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account payments of Basic Carrying Costs), Taxes and Insurance Premiums) and (b) all costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees payable by Lender to Servicer which may be due and payable under the Servicing Agreement Servicer: (whether on a periodic or a continuing basisi) as a result of an Event of Default under the Loan, Loan or the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any of the Loan Documentsan enforcement, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan DocumentsDocuments or of any insolvency or bankruptcy proceeding; (ii) any liquidation fees, workout fees, special servicing fees, operating advisor fees or any Bankruptcy Action involving Borrowerother similar fees that are due and payable to Servicer under the Servicing Agreement or the trustee, Principal, Guarantor which fees may be due and payable under the Servicing Agreement on a periodic or any continuing basis; (iii) the costs of their respective principals or Affiliates, (c) all costs and expenses of any Property property inspections and/or appraisals of the Property (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more other than one appraisal in any twelve months unless an Event the cost of Default existsregular annual inspections required to be borne by Servicer under the Servicing Agreement), and ; or (div) all costs and expenses relating to or arising from any special requests made by Borrower Borrower, Operating Lessee or Guarantor during the term of the Loan including, without limitation, in connection with a prepayment, defeasance, assumption or modification of the Loan.

Servicer. At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitationLender shall be responsible for any set up fees or any other initial costs relating to or arising under the Servicing Agreement and for payment of the regular monthly master servicing fee or trustee fee due to Servicer under the Servicing Agreement and any fees or expenses required to be borne by, and not reimbursable to, Servicer. Notwithstanding the foregoing, Borrower shall promptly reimburse Lender on demand for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent charges are due pursuant to Section 2.3.4 and interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account payments of Basic Carrying Costs), Taxes and Insurance Premiums) and (b) all costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees payable by Lender to Servicer which may be due and payable under the Servicing Agreement Servicer: (whether on a periodic or a continuing basisi) as a result of an Event of Default under the Loan, Loan or the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any of the Loan Documentsan enforcement, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan DocumentsDocuments or of any insolvency or bankruptcy proceeding; (ii) any liquidation fees, workout fees, special servicing fees, operating advisor fees or any Bankruptcy Action involving Borrowerother similar fees that are due and payable to Servicer under the Servicing Agreement or the trustee, Principal, Guarantor which fees may be due and payable under the Servicing Agreement on a periodic or any continuing basis; (iii) the costs of their respective principals or Affiliates, (c) all costs and expenses of any Property property inspections and/or appraisals of the Property (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more other than one appraisal in any twelve months unless an Event the cost of Default existsregular annual inspections required to be borne by Servicer under the Servicing Agreement), and ; or (div) all costs and expenses relating to or arising from any special requests made by Borrower or Guarantor during the term of the Loan including, without limitation, in connection with a prepayment, defeasance, assumption or modification of the Loan.

Servicer. At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, /special servicer/trustee selected by Lender (collectively, and trustee, together with its agents, nominees or designees, are collectively referred to as the “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to such Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and such Servicer. Without limitationlimitation of any other provision contained herein, Lender shall be responsible for the set-up costs and other initial costs relating to or arising under the applicable servicing agreement with Servicer and Borrower shall not be responsible for the payment of the regular monthly master servicing fee or any other fees and expenses of the Servicer under the servicing agreement. Notwithstanding the foregoing, Borrower shall promptly reimburse Lender on demand for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or all actual out-of-pocket reasonable costs and expenses paid by Servicer or trustee in respect incurred for enforcement of the protection and preservation of the Property (including, without limitation, on account of Basic Carrying Costs), (b) all costs and expensesLoan, liquidation fees, workout fees, special servicing fees, operating advisor fees, certificate administrator fees or any other similar fees fees, (b) to the extent late charges and default interest under the Loan Documents paid by Borrower are insufficient to pay the same, interest payable on advances made by Servicer or the trustee with respect to (i) delinquent Debt Service payments or expenses related to curing an Event of Default, payable by Lender to Servicer which may be due and payable under the Servicing Agreement (whether on a periodic or a continuing basistrustee and provided for under any servicing agreement or actual out of pocket reasonable expenses paid by Servicer or a trustee in respect of the protection and preservation of any Property, Mezzanine A Collateral or the Collateral (including, without limitation, payments of Taxes and Insurance Premiums), or (ii) as a result of an Event of Default under the Loan, Loan or the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any of the Loan Documentsan enforcement, a refinancing or a restructuring of the credit arrangements provided for under this Agreement the Loan Documents in the nature of a “work-out” of the Loan Documents, Documents or any Bankruptcy Action involving insolvency or bankruptcy of Borrower, Principal, Guarantor or any of their respective principals or Affiliates, and (c) during the continuance of an Event of Default, the costs of all costs and expenses of any Property property inspections and/or appraisals of the Properties (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more other than one appraisal the cost of regular annual inspections required to be borne by Servicer under any servicing agreement). Additionally, Borrower shall pay the customary and reasonable servicing fees in any twelve months unless an Event of Default exists), and (d) all costs and expenses relating to or arising from connection with any special requests made by Borrower or Guarantor during the term of the Loan including, without limitation, in connection with a prepayment, defeasance, assumption or modification of the Loan.

Servicer. (a) At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or /trustee (any such master servicer, primary servicer, special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as the “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to the Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitation, Borrower Borrowers shall promptly reimburse Lender on demand be responsible for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect their pro rata share of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account of Basic Carrying Costs), (b) all costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor any reasonable set-up fees or any other similar initial costs relating to or arising under the Servicing Agreement; Borrowers shall not be responsible for payment of the monthly servicing fee due to the Servicer under the Servicing Agreement. Notwithstanding the foregoing, upon the occurrence and during the continuance of an Event of Default, Borrowers shall pay (i) any liquidation fees payable by Lender that may be due to Servicer under the Servicing Agreement in connection with the exercise of any or all remedies permitted under this Agreement, (ii) any workout fees and special servicing fees that may be due to Servicer under the Servicing Agreement, which may fees shall be due and payable under the Servicing Agreement (whether by Borrowers on a periodic or a continuing basisbasis in accordance with the Servicing Agreement, and (iii) as a result the costs of an Event of Default under the Loan, the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any of the Loan Documents, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (c) all costs and expenses of any Property property inspections and/or appraisals of the Properties (or any updates to any existing inspection or appraisal) required under the Agreement or that a Servicer or may otherwise require under the trustee may be Servicing Agreement (other than the cost of annual inspections required to obtain be borne by Servicer under the Servicing Agreement). (but not more than one appraisal b) Lender, or any Servicer selected by Lender in any twelve months unless an Event accordance with this Section 9.6, acting solely for this purpose as the non-fiduciary agent of Default existsBorrower (in such capacity, “Agent”), may maintain a register (the “Note Register”). If Agent maintains a Note Register then therein it will record the names and addresses of, and wire transfer instructions for, the Lender and any Person subsequently acquiring any direct interest in the Note (each a “Holder”). If it maintains a Note Register, upon the sale or transfer of a direct interest in the Note or portion thereof, (i) the transferring Holder shall inform the Agent in writing that such transfer has taken place and provide the Agent with the name, address, wiring instructions and tax identification number of the transferee and (dii) the Agent will record such information in the Note Register. Any Person in whose name the Note or interest therein is so registered shall be deemed and treated as the sole owner and Holder thereof for all costs purposes of this Agreement. If Agent maintains a Note Register, no transfer of a direct interest in the Note or portion thereof shall be effective unless it has been recorded in the Note Register pursuant to this Section 9.6(b). If Agent maintains a Note Register, the Agent shall promptly provide the names and expenses relating to or arising from any special requests made by Borrower or Guarantor during the term addresses of the Loan includingHolder or Holders to any other party hereto or any successor Holder or Holders upon written request and any such Person may, without limitationfurther investigation, in connection with a prepayment, defeasance, assumption or modification conclusively rely upon such information. The Agent shall have no liability to any Person for the provision of the Loanany such names and addresses.

Servicer. (a) At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, servicer and trustee, together with its agents, nominees or designees, are collectively referred to herein as “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or and/or other agreement providing for the servicing of one (1) or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitation, Borrower shall promptly reimburse Lender on demand be responsible for (ai) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account of Basic Carrying Costs), (b) all costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor any reasonable set-up fees or any other similar fees payable by Lender to Servicer which may be due and payable under the Servicing Agreement (whether on a periodic or a continuing basis) as a result of an Event of Default under the Loan, the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any of the Loan Documents, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (c) all costs and expenses of any Property inspections and/or appraisals (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more than one appraisal in any twelve months unless an Event of Default exists), and (d) all initial costs and expenses relating to or arising from under the Servicing Agreement and (ii) any special requests made by Borrower or Guarantor during the term fees and expenses of the Loan Servicer (including, without limitation, attorneys’ fees and disbursements) in connection with a any release of the Property, any prepayment, defeasance, assumption assumption, amendment or modification of the Loan, any documents or matters requested by Borrower, special servicing or work-out of the Loan or enforcement of the Loan Documents. Without limiting the generality of the foregoing, Servicer shall be entitled to reimbursement of costs and expenses as and to the same extent (but without duplication) as Lender is entitled thereto under this Agreement and the other Loan Documents. (b) Upon notice thereof from Lender, Servicer shall have the right to exercise all rights of Lender and enforce all obligations of Borrower and Guarantor pursuant to the provisions of this Agreement and the other Loan Documents. (c) Provided Borrower shall have been given notice of Servicer’s address by Lender, Borrower shall deliver, or cause to be delivered, to Servicer duplicate originals of all notices and other documents and instruments which Borrower or Guarantor may or shall be required to deliver to Lender pursuant to this Agreement and the other Loan Documents (and no delivery of such notices or other documents and instruments by Borrower or Guarantor shall be of any force or effect unless delivered to Lender and Servicer as provided above).

Servicer. At the option of LenderAdministrative Agent, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee selected by Administrative Agent (any such master servicer, primary servicer, special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as the “Servicer”) selected by Lender and Lender Administrative Agent may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to such Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans between Administrative Agent and such Servicer (collectively, the “Servicing Agreement”) between Lender and Servicer). Without limitationlimitation of any other provision contained herein, Administrative Agent shall be responsible for the set-up costs and other initial costs relating to or arising under the applicable Servicing Agreement with Servicer and Borrower shall not be responsible for the payment of the regular monthly master servicing fee or any other fees and expenses of the Servicer under the Servicing Agreement. Notwithstanding the foregoing, Borrower shall promptly reimburse Lender Administrative Agent on demand for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or all actual out-of-pocket reasonable costs and expenses paid by Servicer or trustee in respect incurred for enforcement of the protection and preservation of the Property (including, without limitation, on account of Basic Carrying Costs), (b) all costs and expensesLoan, liquidation fees, workout fees, special servicing fees, operating advisor fees, certificate administrator fees or any other similar fees fees, (b) to the extent late charges and default interest under the Loan Documents paid by Borrower are insufficient to pay the same, interest payable on advances made by Servicer or the trustee with respect to (i) delinquent Debt Service payments or expenses related to curing an Event of Default, payable by Lender Administrative Agent to Servicer which may be due or a trustee and payable provided for under the any Servicing Agreement (whether on a periodic or actual out of pocket reasonable expenses paid by Servicer or a continuing basistrustee in respect of the protection and preservation of any Property (including, without limitation, payments of Taxes and Insurance Premiums), (ii) as a result of an Event of Default under the Loan, Loan or the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any of the Loan Documentsan enforcement, a refinancing or a restructuring of the credit arrangements provided for under this Agreement the Loan Documents in the nature of a “work-out” of the Loan Documents, Documents or any Bankruptcy Action involving Borrowerinsolvency or bankruptcy of Borrower or (iii) the documentation of a conversion of the Benchmark and any related Conforming Changes, Principal, Guarantor or any of their respective principals or Affiliates, and (c) during the continuance of an Event of Default, the costs of all costs and expenses of any Property property inspections and/or appraisals of the Properties (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more other than one appraisal the cost of regular annual inspections required to be borne by Servicer under any Servicing Agreement). Additionally, Borrower shall pay the customary and reasonable servicing fees in any twelve months unless an Event of Default exists), and (d) all costs and expenses relating to or arising from connection with any special requests made by Borrower or Guarantor during the term of the Loan including, without limitation, in connection with a prepayment, defeasance, assumption or modification of the Loan.

Servicer. (a) At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or or trustee (any such master servicer, primary servicer, special servicer, and servicer or trustee, together with its their respective agents, nominees or designees, are collectively referred to as “Servicer”) selected by Lender and Lender may delegate all or any portion of its rights and responsibilities under this Agreement and the other Loan Documents to Servicer pursuant the Servicer. Upon the appointment of a Servicer, to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing extent of one or more mortgage loans (collectivelythe delegation to such Servicer, the term “Servicing AgreementLender” shall be deemed to include the “Servicer”. Borrower shall not be responsible for (i) between Lender and any set-up fees, or any other initial costs relating to the appointment of any Servicer, or (ii) payment of the monthly servicing fee due to Servicer. Without limitationNotwithstanding the foregoing, Borrower shall promptly reimburse Lender on demand for pay (ai) interest payable on advances made by all reasonable consent, review and processing fees of Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account of Basic Carrying Costs)any related third party costs, (bii) all costs and expenses, any liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees payable by Lender to Servicer which that may be due and payable Servicer in connection with the exercise of any or all remedies permitted under the Servicing Agreement Loan Documents, (whether iii) upon the occurrence and during the continuance of an Event of Default, any workout fees and special servicing fees that may be due to Servicer, which fees may be due on a periodic or a continuing basisbasis and (iv) as a result upon the occurrence and during the continuance of an Event of Default under the LoanDefault, the Loan becoming specially serviced, the commencement or continuance costs of any enforcement action of any kind with respect to the Loan or any of the Loan Documents, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (c) all costs and expenses of any Property inspections property inspection and/or appraisals of each Individual Property (or any updates to any existing inspection or appraisal) required under this Agreement or that a Servicer or may otherwise require under the trustee may be Servicing Agreement (other than the cost of annual inspections required to obtain be borne by Servicer under the Servicing Agreement) (but not the “Servicing Fee”). (b) Borrower acknowledges that, as part of a Securitization, the parties to a Securitization may, in their sole discretion, elect to impose certain requirements as conditions precedent to certain actions by one or more than one appraisal in any twelve months unless an Event of Default exists), and (d) all costs and expenses relating to or arising from any special requests made by Borrower or Guarantor during the term of the Loan Servicers (including, without limitation, in connection with a prepayment, defeasance, assumption that such Servicer obtain either or modification both of the Loanapproval of one or more Investors (or representatives of one or more Investors) as to certain proposed actions, and/or Rating Agency Confirmation). No requirement or condition imposed upon such Servicer pursuant to any Securitization as a condition precedent to the granting or denying of any consent or approval, or the taking or refusal to take of any action, pursuant to this Agreement (except only for any action required of Lender hereunder) shall give rise to any claim or cause of action by Borrower against Lender, or give Borrower any defense for failure to perform its obligations under the Loan Documents.

Servicer. At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitationBorrower shall be responsible for any reasonable set up fees or any other initial costs relating to or arising under the Servicing Agreement, but Borrower shall not be responsible for payment of the regular monthly master servicing fee or trustee fee due to Servicer under the Servicing Agreement or any fees or expenses required to be borne by, and not reimbursable to, Servicer. Notwithstanding the foregoing, Borrower shall promptly reimburse Lender on demand for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent charges are due pursuant to Section 2.3.4 and interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account payments of Basic Carrying Costs), Taxes and Insurance Premiums) and (b) all costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees payable by Lender to Servicer which may be due and payable under the Servicing Agreement Servicer: (whether on a periodic or a continuing basisi) as a result of an Event of Default under the Loan, Loan or the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any of the Loan Documentsan enforcement, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan DocumentsDocuments or of any insolvency or bankruptcy proceeding; (ii) any liquidation fees, workout fees, special servicing fees, operating advisor fees or any Bankruptcy Action involving Borrowerother similar fees that are due and payable to Servicer under the Servicing Agreement or the trustee, Principal, Guarantor which fees may be due and payable under the Servicing Agreement on a periodic or any continuing basis following an Event of their respective principals Default under the Loan or Affiliates, the Loan becoming specially serviced; (ciii) the costs of all costs and expenses of any Property property inspections and/or appraisals of the Property (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more other than one appraisal in any twelve months unless the cost of regular annual inspections required to be borne by Servicer under the Servicing Agreement) following an Event of Default exists), and under the Loan or the Loan becoming specially serviced; or (div) all costs and expenses relating to or arising from any special requests made by Borrower or Guarantor during the term of the Loan including, without limitation, in connection with a prepayment, defeasance, assumption or modification of the Loan.

Servicer. (a) At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, servicer and trustee, together with its agents, nominees or designees, are collectively referred to as the “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to the Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitationBorrower shall not be responsible for any set-up fees or any other initial costs relating to or arising under the Servicing Agreement. Borrower shall not be responsible for payment of the annual master servicing fee due to the Servicer under the Servicing Agreement. (b) Notwithstanding the foregoing, following a Securitization, Borrower shall promptly reimburse Lender on demand for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account of Basic Carrying Costs), (b) all actual out-of-pocket reasonable costs and expenses, liquidation fees, workout fees, fees or special servicing fees, operating advisor fees or any other similar fees payable by Lender to Servicer which may be due and payable under the Servicing Agreement (whether on a periodic or a continuing basis) as a result of an Event of Default under the Loan, Loan Documents or the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any of the Loan Documentsenforcement, a refinancing or a restructuring of the credit arrangements provided for under this Agreement the Loan Documents in the nature of a “work-out” of the Loan Documents, Documents or any Bankruptcy Action involving insolvency or bankruptcy of Borrower, Principalin each case without duplication, Guarantor to the extent default interest paid by Borrower under the Loan Documents is insufficient to pay the same (after payment of interest payable on advances made by the Servicer) (provided that in any event annual special servicing fees shall not exceed 0.1875% of the then Outstanding Principal Balance amount per annum, workout fees shall not exceed 0.375% of each collection of interest and principal collections of the Loan, and liquidation fees shall not exceed the amount, if any, by which 0.375% of liquidation proceeds exceeds the amount previously paid in respect of workout fees) and (b) during the continuance of an Event of Default or at any time the Loan is specially serviced, the reasonable costs of their respective principals or Affiliates, (c) all costs and expenses of any Property customary property inspections and/or appraisals of the Properties (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain pursuant to the applicable trust and servicing or pooling and servicing agreement (other than the cost of regular annual inspections required to be borne by Servicer under such servicing agreement). Additionally, Borrower shall pay all reasonable out-of-pocket costs and expenses (but not more than one appraisal any additional servicing fee) in connection with any twelve months unless an Event of Default exists), and (d) all costs and expenses relating to or arising from any special consent requests made by Borrower or Guarantor during the term of the Loan includingLoan. For avoidance of doubt, without limitation, no modification fee or other amount (other than Lender’s reasonable out-of-pocket costs) shall be payable in connection with (i) any transaction for which a prepaymentworkout fee is paid, defeasance, or (ii) any assumption or modification of the Loan., except as expressly provided in Section 7.1. To the extent late charges and default interest under the Loan Documents paid by Borrower are insufficient to pay the same (and all actual out-of-pocket reasonable costs and expenses, liquidation fees, workout fees or special servicing fees as a result of an Event of Default under the Loan Documents or the Loan becoming specially serviced, or any enforcement, refinancing or restructuring of the credit arrangements provided for under the Loan Documents in the nature of a “work-out” of the Loan Documents or any insolvency or bankruptcy of Borrower, subject to the caps specified herein), Borrower shall pay the interest payable on advances made by Servicer or the trustee with respect to any delinquent debt service payments and any protective advances. -178- Mezzanine B Loan Agreement

Servicer. At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to Servicer pursuant to a pooling and servicing agreement, trust and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without Borrower shall not be responsible for any cost or expenses relating to the Servicing Agreement or the services provided by Servicer thereunder, including, without limitation, any set-up fees or other initial costs, the regular monthly master servicing fee or trustee fee due to Servicer under the Servicing Agreement or any other fees or expenses required to be borne by, and not reimbursable to, Servicer, provided that, notwithstanding the foregoing, Borrower shall promptly reimburse Lender on demand for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent charges pursuant to Section 2.3.4 and interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer in curing any Event of Default hereunder and which are provided for under the Servicing Agreement or trustee actual, out-of-pocket expenses paid by Servicer in respect of the protection and preservation of the Property Properties (including, without limitation, on account payments of Basic Carrying CostsTaxes and Insurance Premiums), (b) all the following costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees expenses payable by Lender to Servicer as a result of the Loan becoming specially serviced: (i) any liquidation fees that are due and payable to Servicer under the Servicing Agreement in connection with the exercise of any or all remedies permitted under this Agreement, (ii) any workout fees and special servicing fees that are due and payable to Servicer under the Servicing Agreement, which fees may be due and payable under the Servicing Agreement (whether on a periodic or a continuing basis, and (iii) as a result during the continuance of an Event of Default under the LoanDefault, the Loan becoming specially serviced, the commencement or continuance costs of any enforcement action of any kind with respect to the Loan or any of the Loan Documents, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (c) all costs and expenses of any Property property inspections and/or appraisals of the Properties (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more other than one appraisal in any twelve months unless an Event the cost of Default existsregular annual inspections required to be borne by Servicer under the Servicing Agreement), and (dc) all costs customary and expenses relating to or arising from reasonable servicing fees in connection with any special requests made by Borrower or Guarantor to Servicer during the term of the Loan including, without limitation, in connection with a prepayment, defeasance, assumption or modification of the Loan.

Servicer. (a) At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, servicer or special servicer and/or trustee (any such master servicer, primary servicer, special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as the “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to the Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitationBorrower shall not be responsible for any set-up fees or any other initial costs relating to or arising under the Servicing Agreement. Borrower shall not be responsible for payment of the annual master servicing fee due to the Servicer under the Servicing Agreement. (b) Other than as provided in Section 10.21(a) above, Borrower shall promptly reimburse Lender on demand for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect all of the protection fees and preservation expenses of the Property (Servicer and any reasonable third-party fees and expenses in connection with the Loan, including any prepayments, releases of the Property, approvals under the Loan Documents requested by Borrower, other requests under the Loan, defeasance, assumption of Borrower’s obligations or modification of the Loan, as well as any fees and expenses in connection with the special servicing or work-out of the Loan or enforcement of the Loan Documents, including, without limitation, on account of Basic Carrying Costs), (b) all costs and expenses, liquidation fees, workout fees, special servicing fees, operating or trust advisor fees (if the Loan is a specially serviced loan or any in connection with a workout), work-out fees, liquidation fees, reasonable attorneys fees and expenses and other similar fees payable by Lender to Servicer which may be due and payable under expenses in connection with the Servicing Agreement (whether on a periodic modification or a continuing basis) as a result restructuring of an Event of Default under the Loan. (c) Borrower shall only be required to interface with, the Loan becoming specially servicedand pay any servicing costs or expenses that Borrower is required to pay hereunder to, the commencement or continuance of any enforcement action of any kind one Servicer with respect to the Loan or any of and the Mezzanine Loan Documents, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (c) all costs and expenses of any Property inspections and/or appraisals (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more than one appraisal in any twelve months unless an Event of Default exists), and (d) all costs and expenses relating to has occurred or arising from any special requests made by Borrower or Guarantor during the term of the Loan includingis being specially serviced) with respect to routine, without limitationday-to-day matters including approvals of Leases and budgets in accordance with the terms hereof and notices required from, or to be delivered to Lender pursuant to the Loan Documents (it being understood that such Servicer may need to consult with other Persons that hold a portion of Lender’s rights and obligations under the Loan (or their servicers) or, to the extent provided for in this Agreement, with the Rating Agencies rating the Securities in connection with a prepaymentany such consent, defeasance, assumption approval or modification of the Loannotice).

Servicer. At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitationBorrower shall not be responsible for the initial set up fees or any other initial costs relating to or arising under the Servicing Agreement, and Borrower shall not be responsible for payment of the regular monthly master servicing fee or trustee fee due to Servicer under the Servicing Agreement or any fees or expenses required to be borne by, and not reimbursable to, Servicer. Notwithstanding the foregoing, Borrower shall promptly reimburse Lender on demand for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account of Basic Carrying Costs), (b) all following costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees expenses payable by Lender to Servicer as a result of the Loan becoming specially serviced: (i) any liquidation fees that are due and payable to Servicer under the Servicing Agreement in connection with the exercise of any or all remedies permitted under this Agreement, (ii) any workout fees and special servicing fees that are due and payable to Servicer under the Servicing Agreement, which fees may be due and payable under the Servicing Agreement (whether on a periodic or a continuing basis, and (iii) as a result the costs of an Event of Default under the Loan, the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any of the Loan Documents, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (c) all costs and expenses of any Property property inspections and/or appraisals of the Properties (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more other than one appraisal in any twelve months unless an Event the cost of Default existsregular annual inspections required to be borne by Servicer under the Servicing Agreement), and (d) all costs and expenses relating to or arising from any special requests made by Borrower or Guarantor during the term of the Loan including, without limitation, in connection with a prepayment, defeasance, assumption or modification of the Loan.

Servicer. At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitationBorrower shall not be responsible for any set up fees or any other initial costs relating to or arising under the Servicing Agreement or the payment of the regular monthly master servicing fee or trustee fee due to Servicer under the Servicing Agreement or any fees or expenses required to be borne by, Borrower and not reimbursable to, Servicer other than the Administration Fee required to be paid pursuant to Section 2.3.6. Notwithstanding the foregoing, Xxxxxxxx shall promptly reimburse Lender on demand for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent charges are due pursuant to Section 2.3.4 and interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or out-of-pocket expenses paid by Servicer or trustee in respect of the protection and preservation of the Property Properties (including, without limitation, on account payments of Basic Carrying Costs), Taxes and Insurance Premiums) and (b) all costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees payable by Lender to Servicer which may be due and payable under Servicer: (i) if the Servicing Agreement (whether on Loan or any portion of the Loan is subject to a periodic or a continuing basis) Securitization, as a result of an Event of Default under the Loan, Loan or the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any of the Loan Documentsan enforcement, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, Documents or in connection with any Bankruptcy Action involving Borrower, Principal, Guarantor and which special servicing fees shall not exceed 0.25% per annum; (ii) if the Loan or any portion of their respective principals the Loan is subject to a Securitization; (iii) any liquidation fees, workout fees, special servicing fees, operating advisor fees or Affiliatesany other similar fees that are due and payable to Servicer under the Servicing Agreement or the trustee, (c) all costs which fees may be due and expenses payable under the Servicing Agreement on a periodic or continuing basis, which liquidation fees shall not exceed 0.5% of any Property liquidation proceeds received on the Loan and which workout fees shall not exceed 0.5% of each collection of interest and principal received on the Loan; (iv) the costs of all property inspections and/or appraisals of the Properties (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more other than one appraisal the cost of regular annual inspections required to be borne by Servicer under the Servicing Agreement); or (v) except as expressly set forth in any twelve months unless an Event of Default exists)this Agreement, and (d) all costs and expenses relating to or arising from any special requests made by Borrower or Guarantor during the term of the Loan including, without limitation, in connection with a prepayment, defeasance, assumption or modification of the Loan.

Servicer. At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as “Servicer”) selected by Lender Lender, and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to Servicer pursuant to a pooling and servicing agreement, trust and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without Borrower shall not be responsible for any cost or expenses relating to the Servicing Agreement or the services provided by Servicer thereunder, including, without limitation, any set-up fees or other initial costs, the regular monthly master servicing fee or trustee fee due to Servicer under the Servicing Agreement or any other fees or expenses required to be borne by, and not reimbursable to, Servicer, provided that, notwithstanding the foregoing, Borrower shall promptly reimburse Lender on demand for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent charges pursuant to Section 2.3.4 and interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property Properties (including, without limitation, on account payments of Basic Carrying Costs), Taxes and Insurance Premiums) and (b) all the following costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees expenses payable by Lender to Servicer as a result of the Loan becoming specially serviced: (i) any liquidation fees that are due and payable to Servicer under the Servicing Agreement in connection with the exercise of any or all remedies permitted under this Agreement, (ii) any workout fees and special servicing fees that are due and payable to Servicer under the Servicing Agreement, which fees may be due and payable under the Servicing Agreement (whether on a periodic or a continuing basis, and (iii) as a result the costs of an Event of Default under the Loan, the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any of the Loan Documents, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (c) all costs and expenses of any Property property inspections and/or appraisals of the Property (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more other than one appraisal in any twelve months unless an Event the cost of Default existsregular annual inspections required to be borne by Servicer under the Servicing Agreement), and (d) all costs and expenses relating to or arising from any special requests made by Borrower or Guarantor during the term of the Loan including, without limitation, in connection with a prepayment, defeasance, assumption or modification of the Loan.

Servicer. At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitationBorrower shall be responsible for any reasonable set up fees or any other initial costs relating to or arising under the Servicing Agreement (such setup fees and initial costs shall not exceed $2,500.00), but Borrower shall not be responsible for payment of the regular monthly master servicing fee or trustee fee due to Servicer under the Servicing Agreement or any fees or expenses required to be borne by, and not reimbursable to, Servicer. Notwithstanding the foregoing, Borrower shall promptly reimburse be responsible for any fees and expenses of Lender on demand for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection any securitization trust, servicer, special servicer, trust advisor, trustee, certificate administrator and preservation of the Property (any third-party fees and expenses, including, without limitation, attorneys’ fees and disbursements, incurred or arising as a result of or following a request by Borrower, an Event of Default, a failure to pay sums when due as and when required under the Loan Documents, the Loan being transferred to a special servicer and while the Loan is a specially serviced loan, including, without limitation, (a) interest on account of Basic Carrying Costs)advances made by the servicer, special servicer, trustee or certificate administrator; (b) all costs and expenses, liquidation special servicer fees, workout fees, special servicing liquidation fees, operating advisor fees or any as well as other similar fees compensation payable by Lender to Servicer which may be due and payable under the Servicing Agreement (whether on a periodic or a continuing basis) special servicer as a result of an Event of Default under the Loan, the Loan Property becoming specially serviced, the commencement or continuance of a foreclosed property; (c) indemnification obligations to any enforcement action of any kind with respect to the Loan or any of the Loan Documents, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or such Persons and any of their respective principals directors, officers, members, managers, partners, employees, agents, Affiliates or Affiliatesother “controlling persons” within the meaning of the Securities Act of 1933; and (d) taxes payable from the assets of the securitization trust and tax related expenses, (c) but only to the extent Borrower is otherwise required to pay the same under the Loan Documents or by law. Notwithstanding the foregoing, all of such costs and expenses set forth in clauses (a) through (d) of any Property inspections and/or appraisals the preceding sentence shall exclude (or any updates i) the regular monthly master servicing fee due to any existing inspection or appraisal) that Servicer the master servicer, or the regular monthly fees due to the trustee may and the certificate administrator, (ii) those costs and expenses which are identified pursuant to the servicing agreement with respect to such securitization trust as expenses to be required borne by the servicer, special servicer, trust advisor, trustee or certificate administrator without reimbursement as an advance or otherwise from the securitization trust (including without limitation such person’s ordinary overhead expenses and the expenses of such person associated with maintaining a fidelity bond or errors and omissions insurance with respect to obtain (but not more than one appraisal in any twelve months unless an Event of Default existsitself, preparing annual compliance statements with respect to its own performance and preparing and filing and maintaining ordinary tax information reports and returns for the securitization trust), and (diii) all those costs and expenses relating incurred as a result of the gross negligence or willful misconduct of the servicer, special servicer, trustee or certificate administrator that are not reimburseable to or arising such Persons as an advance, from any special requests made by Borrower or Guarantor during the term proceeds of the Loan includingor the Property, without limitation, in connection with a prepayment, defeasance, assumption or modification of otherwise by the Loantrust fund under the Servicing Agreement.

Servicer. (a) At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, servicer and special servicer and/or trustee (any such master servicer, primary servicer, special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as the “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to the Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitationBorrower shall not be responsible for any set-up fees or any other initial costs relating to or arising under the Servicing Agreement. Notwithstanding anything to the contrary in this Agreement, Borrower shall promptly reimburse not be responsible for payment of the monthly master servicing fee due to the Servicer under the Servicing Agreement. Borrower shall pay the Borrower Reimbursable Trust Fund Expenses incurred or payable from time to time, including pursuant to the Servicing Agreement or otherwise in connection with the Securitization. At no time shall Borrower be required to deal with or pay for more than one master servicer and one special servicer in connection with the Loan. (b) In addition to, but without duplication of, the costs and expenses contemplated by Section 4.29 of this Agreement, Borrower shall pay any fees, costs and expenses (including taxes), any reasonable out-of-pocket third-party fees and expenses or any reasonable costs or expenses due or reimbursable to, or payable by, any Servicer, trustee, certificate administrator or trust advisor in connection with (i) a prepayment or release of the Property; (ii) approvals or requests by Borrower under the Loan Documents including the negotiation, preparation, execution and delivery of any consents, amendments, waivers or other modifications to this Agreement and the other Loan Documents and any other documents or matters, in each case requested by Borrower (including the fees of any Rating Agencies payable in connection therewith); (iii) defeasance, prepayment, assumption of Borrower’s obligations, or modification of the Loan; (iv) any breach of the Loan Documents by Borrower, Guarantor or any of their respective affiliates; (v) any exercise by Lender on demand of any remedies permitted under the Loan Documents; (vi) during the continuance of an Event of Default and after and for so long as the Loan is specially serviced, inspections (aor updates to existing inspections) interest and appraisals; (vii) enforcing or preserving any rights in response to third party claims or the commencement, prosecution or defense of any action or proceeding or other litigation, in each case against, under or affecting Borrower, the Loan Documents, the Property, or any other security given for the Loan, subject to and in accordance with any servicing agreement or similar agreement entered into in connection with a Securitization, as well as (w) any amounts payable on or reimbursable in respect of advances made by Servicer with respect to (including protective advances, special servicer fee advances and advances of delinquent debt service payments (payments), together with interest thereon, made pursuant to the servicing agreement, in each case, to the extent late charges and default interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account of Basic Carrying Costs), (bx) all costs and expenses, “liquidation fees” in the amounts set forth in the servicing agreement, which amounts shall not exceed one-half of percent (0.5%) of liquidation proceeds, (y) “workout fees” in the amounts set forth in the servicing agreement, which amounts shall not exceed one-half of one percent (0.5%) of interest and principal collections on the Loan so long as the Loan is a “corrected” mortgage loan, and (z) “special servicing fees, operating advisor fees or any other similar fees payable by Lender to Servicer which may be due and payable under the Servicing Agreement (whether on a periodic or a continuing basis) as a result of an Event of Default under the Loan, ” for the Loan becoming for so long as the Loan is a specially serviced, the commencement or continuance of any enforcement action of any kind with respect serviced loan pursuant to the Loan or any of the Loan Documents, a refinancing or a restructuring of the credit arrangements provided under this Agreement servicing agreement in the nature amounts set forth in the servicing agreement, which amounts shall not exceed one-quarter of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, one percent (c0.25%) all costs and expenses of any Property inspections and/or appraisals (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more than one appraisal in any twelve months unless an Event of Default exists)per annum, and (dviii) all costs the cost of Rating Agency Confirmations as set forth in Section 4.29(b) (and expenses relating to or arising from also including any special requests made by required indemnities related thereto) (clauses (i) – (viii) are collectively, “Borrower or Guarantor during the term of the Loan including, without limitation, in connection with a prepayment, defeasance, assumption or modification of the LoanReimbursable Trust Fund Expenses”).

Servicer. (a) At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, servicer and trustee, together with its agents, nominees or designees, are collectively referred to herein as “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents Documents, the right to receive from Borrower the Servicer Fees, to Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or and/or other agreement providing for the servicing of one (1) or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitationThe initial Servicer shall be Trimont Real Estate Advisors, Inc. Borrower shall promptly reimburse Lender on demand be responsible for (ai) interest payable on advances made by Servicer with respect any set-up fees or any other initial costs relating to delinquent debt service payments (to or arising under the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account of Basic Carrying Costs)Servicing Agreement, (bii) the monthly and/or regularly scheduled servicing fees and any other reasonable out-of-pocket costs and expenses relating to or arising under the Servicing Agreement and (iii) all reasonable out-of-pocket costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees and interest payable on advances made by the Servicer or the trustee with respect to (A) delinquent debt service payments or expenses of curing Borrower’s Event of Default under the Loan Documents, payable by Lender to Servicer which may be due or a trustee and payable provided for under the Servicing Agreement (whether on a periodic or expenses paid by Servicer or a continuing basistrustee in respect of the protection and preservation of the Property (including, without limitation, payments of Property Taxes and Insurance Premiums and interest payable on advances made by Servicer), (B) as a result of an Event of Default under the Loan, Loan or the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any of the Loan Documentsan enforcement, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, Documents or of any Bankruptcy Action involving Borrower, Principal, Guarantor insolvency or any of their respective principals or Affiliatesbankruptcy proceeding, (cC) all costs and expenses of any Property inspections and/or appraisals (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more than one appraisal in any twelve months unless an Event of Default exists), and (d) all costs and expenses relating to or arising from any special requests made by Borrower Borrower, any other Loan Party or Guarantor during the term of the Loan including, without limitation, in connection with a prepayment, defeasance, assumption or modification of the LoanLoan or (D) the reasonable out-of-pocket costs of all property inspections and/or appraisals of the Properties (or any updates to any existing inspection or appraisal) that Servicer may be required to obtain (other than the cost of regular annual inspections required to be borne by Servicer under the Servicing Agreement). Without limiting the generality of the foregoing, Servicer shall be entitled to reimbursement of reasonable out-of-pocket costs and expenses as and to the same extent (but without duplication) as Lender is entitled thereto under this Agreement and the other Loan Documents. (b) Upon notice thereof from Lender, Servicer shall have the right to exercise all rights of Lender and enforce all obligations of Borrower and Guarantor pursuant to the provisions of this Agreement and the other Loan Documents. (c) Provided Borrower shall have been given notice of Servicer’s address by Lender, Borrower shall deliver, or cause to be delivered, to Servicer duplicate originals of all notices and other documents and instruments which Borrower or Guarantor may or shall be required to deliver to Lender pursuant to this Agreement and the other Loan Documents (and no delivery of such notices or other documents and instruments by Borrower or Guarantor shall be of any force or effect unless delivered to Lender and Servicer as provided above).

Servicer. At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer; provided, however, except as expressly set forth in this Section 9.6, Borrower shall not be responsible for the regular monthly master servicing fee or trustee fee due to Servicer under the Servicing Agreement or any fees or expenses required to be borne by, and not reimbursable to, Servicer. Without limitationNotwithstanding the foregoing, Borrower shall promptly reimburse Lender on within five (5) Business Days of a demand for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent charges are due pursuant to Sections 2.2.4 and 2.3.5 and interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property Collateral (including, without limitation, on account payments of Basic Carrying Costs), Taxes and Insurance Premiums) and (b) all the following costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees payable by Lender to Servicer which may be due (including any reasonable attorneys’ fees and payable under the Servicing Agreement expenses): (whether on a periodic or a continuing basisi) as a result of an Event of Default under the Loan, Loan or the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any of the Loan Documentsan enforcement, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan DocumentsDocuments or of any insolvency or bankruptcy proceeding; (ii) following an Event of Default, any liquidation fees, workout fees, special servicing fees, operating advisor fees or any Bankruptcy Action involving Borrowerother similar fees that are due and payable to Servicer under the Servicing Agreement or the trustee, Principalwhich fees may be due and payable under the Servicing Agreement on a periodic or continuing basis; (iii) following an Event of Default, Guarantor or any the costs of their respective principals or Affiliates, (c) all costs and expenses of any Property property inspections and/or appraisals of the Property and/or the Collateral (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more other than one appraisal in any twelve months unless an Event the cost of Default existsregular annual inspections required to be borne by Servicer under the Servicing Agreement or required under the terms and conditions of this Agreement), and ; or (div) all costs and expenses relating to or arising from any special requests made by Borrower Borrower, Equity Owner, Mortgage Borrower, Operating Lessee, Operating Lessee Pledgor or Guarantor during the term of the Loan including, without limitation, in connection with a prepayment, defeasance, assumption or modification of the LoanLoan not otherwise provided for in this Agreement.

Servicer. (a) At the option of LenderAgent, the Loan may be serviced by a master servicer, primary servicerone or multiple servicers, special servicer servicers and/or trustee trustees (any such master servicer, primary servicerservicers, special servicer, servicers and trusteetrustees, together with its agentstheir agent’s, nominees or designees, are collectively referred to as “Servicer”) selected by Lender Agent and Lender Agent may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to the Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement between Agent and Servicer. Servicer may, at any time, delegate all or other agreement providing any portion of its responsibilities for the servicing and administration of one the Loan to a sub-servicer or more mortgage loans sub-servicers. Borrowers shall be responsible for any fees, costs and expenses of Servicer, but only to the extent such fees, costs and expenses would otherwise be payable by Borrowers if incurred by Agent or Lender hereunder or are covered by the further provisions of this Section 10.29(a). Agent and Borrowers agree that Hanover Street Capital, LLC shall be the initial Servicer hereunder. Borrowers agrees that Servicer shall be paid an annual fee of $30,000, payable monthly (collectively, in equal monthly installments) on each Payment Date (the “Servicing AgreementFee”) between Lender and Servicer), in accordance with Section 4.4 hereof. Without limitation, Borrower shall promptly reimburse Lender on demand for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect Notwithstanding any collection of the protection and preservation Servicing Fee by Agent on behalf of Servicer, the Property (including, without limitation, on account of Basic Carrying Costs), Servicing Fee will be deemed to have been paid directly to Servicer. (b) Subject to Section 10.29(a), Borrowers shall pay all costs of the fees and expensesout-of-pocket expenses of the Servicer and any reasonable third-party fees and expenses in connection with the Loan, liquidation feesincluding any prepayments, workout feesreleases of the Mortgaged Property, approvals under the Loan Documents requested by Borrowers, other requests under the Loan, assumption of Borrowers’ obligations or modification of the Loan, as well as any fees and out-of-pocket expenses in connection with the special servicing or work-out of the Loan or enforcement of the Loan Documents, including, special servicing fees, operating or trust advisor fees or any other similar fees payable by Lender to Servicer which may be due and payable under the Servicing Agreement (whether on a periodic or a continuing basis) as a result of an Event of Default under the Loan, if the Loan becoming is a specially serviced, the commencement serviced loan or continuance of any enforcement action of any kind with respect to the Loan or any of the Loan Documents, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (c) all costs and expenses of any Property inspections and/or appraisals (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more than one appraisal in any twelve months unless an Event of Default exists), and (d) all costs and expenses relating to or arising from any special requests made by Borrower or Guarantor during the term of the Loan including, without limitation, in connection with a prepaymentworkout), defeasancework-out fees, assumption liquidation fees, attorney’s fees and expenses and other fees and out-of-pocket expenses in connection with the modification or modification restructuring of the Loan. All amounts payable to Agent or Servicer in exercising its rights under this Section 10.29 (including, but not limited to, disbursements, advances and reasonable legal expenses incurred in connection therewith), shall be payable within five (5) days of demand therefor, secured by this Agreement and interest thereon shall accrue at the Default Rate from the date due.

Servicer. At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or servicer/trustee (any such master servicer, primary servicer, special servicer, and /trustee, together with its agents, nominees or designees, are collectively referred to as “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to the Servicer pursuant to a pooling and servicing agreement, servicing agreement, agreement and/or a special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitation, Borrower shall promptly reimburse Lender on demand be responsible for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account of Basic Carrying Costs), (b) all costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor any reasonable set-up fees or any other similar fees payable by Lender initial costs relating to or arising under the Servicing Agreement; provided, however, that Borrower shall not be responsible for payment of the monthly servicing fee due to Servicer -104- under the Servicing Agreement. Notwithstanding the foregoing, Borrower shall pay (i) any liquidation fees that may be due to Servicer under the Servicing Agreement in connection with the exercise of any or all remedies permitted under this Agreement, (ii) any workout fees or special servicing fees that may be due to Servicer under the Servicing Agreement, which may fees shall be due and payable under the Servicing Agreement (whether by Borrower on a periodic or a continuing basisbasis in accordance with the Servicing Agreement and (iii) as a result the costs of an Event of Default under the Loan, the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any of the Loan Documents, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (c) all costs and expenses of any Property property inspections and/or appraisals of the Properties and/or Collateral (or any updates to any existing inspection or appraisal) required under the Servicing Agreement or that a Servicer or may otherwise require under the trustee may be Servicing Agreement (other than the cost of annual inspections required to obtain (but not more than one appraisal in any twelve months unless an be borne by Servicer under the Servicing Agreement). Provided no Event of Default exists)is continuing, and (d) all costs and expenses relating if Servicer proposes to or arising from any special requests made by Borrower or Guarantor during transfer the term servicing of the Loan includingto a Servicer that is a special servicer based on Servicer’s judgment that a Default in the payment of Debt Service is reasonably foreseeable, without limitation, in connection Servicer shall use good faith efforts to consult with a prepayment, defeasance, assumption or modification Borrower before transferring the servicing of the Loan, except in those instances in which Servicer determines in its sole discretion that the failure to so transfer the servicing of the Loan would materially and adversely affect the holders of the Securities of the Loan or the Mortgage Loan, and Borrower acknowledge and agree that any such consultation shall be conducted on a non-binding basis and any decision by Servicer to transfer the Loan to a special servicer shall be final and binding on, and shall not be subject to challenge by, Borrower.

Servicer. (a) At the option of LenderAgent, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as the “Servicer”) selected by Lender Agent and Lender Agent may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to the Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender Agent and Servicer. Without limitation, Borrower and/or Security Guarantor shall promptly reimburse Lender on demand for (a) interest payable on advances made by be entitled to rely upon communications from Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account of Basic Carrying Costs), (b) all costs approvals from Servicer. Borrower and expenses, liquidation fees, workout fees, special servicing fees, operating advisor Security Guarantor shall be responsible for any reasonable set-up fees or any other similar fees payable by Lender initial costs relating to or arising under the Servicing Agreement, and Borrower and Security Guarantor shall be responsible for payment of the monthly servicing fee due to the Servicer which may be under the Servicing Agreement; provided, that such monthly servicing fee due and payable under the Servicing Agreement shall not exceed $4,166.67 per month (whether it being understood that such $4,166.67 cap shall only apply to the regular servicing fees of Servicer and there shall be no cap on a periodic or a continuing basisreimbursable expenses of Servicer payable according to the terms of this Agreement). Servicer shall, however, be entitled to reimbursement of costs and expenses as and to the same extent (but without duplication) as a result of an Event of Default Agent is entitled thereto under the Loanapplicable provisions of this Agreement and the other Loan Documents; provided, that, notwithstanding anything to the contrary set forth herein, Agent shall not be entitled to collect any Agent fees or similar fees at any time that Servicer is charging the servicer fees set forth herein other than the fees of Agent’s security agent as set forth in Section 4.1.17 hereof. (b) Upon notice thereof from Agent, Servicer shall have the right to exercise all rights of Agent and enforce all obligations of Borrower and/or Security Guarantor pursuant to the provisions of this Agreement, the Note and the other Loan becoming specially servicedDocuments. (c) Provided Borrower and Security Guarantor shall have been given notice of Servicer’s address by Agent, (i) Borrower and/or Security Guarantor shall deliver to Servicer duplicate originals of all notices and other instruments which Borrower and/or Security Guarantor may or shall be required to deliver to Agent pursuant to this Agreement, the commencement Note and the other Loan Documents (and no delivery of such notices or continuance other instruments by Borrower and/or Security Guarantor shall be of any enforcement action force or effect unless delivered to Agent and Servicer as provided above) and (ii) Servicer shall act in the place of any kind with respect Agent as Agent’s designated representative and shall be required to provide and/or direct (at the Loan or any direction of the Loan DocumentsAgent), a refinancing or a restructuring as applicable, all required consents, approvals, disbursements, and other obligations of the credit arrangements provided Agent under this Agreement and the other Loan Documents in accordance with the nature requirements of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (c) all costs Agent hereunder and expenses of any Property inspections and/or appraisals (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more than one appraisal in any twelve months unless an Event of Default exists), and (d) all costs and expenses relating to or arising from any special requests made by Borrower or Guarantor during the term of the Loan including, without limitation, in connection with a prepayment, defeasance, assumption or modification of the Loanthereunder.

Servicer. At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitationBorrower shall be responsible for any reasonable set up fees or any other initial costs relating to or arising under the Servicing Agreement, but Borrower shall not be responsible for payment of the regular monthly master servicing fee or trustee fee due to Servicer under the Servicing Agreement or any fees or expenses required to be borne by, and not reimbursable to, Servicer. Notwithstanding the foregoing, Borrower shall promptly reimburse Lender on demand for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account of Basic Carrying Costs), (b) all following costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees expenses payable by Lender to Servicer as a result of the Loan becoming specially serviced: (i) any liquidation fees that are due and payable to Servicer under the Servicing Agreement in connection with the exercise of any or all remedies permitted under this Agreement, (ii) any workout fees and special servicing fees that are due and payable to Servicer under the Servicing Agreement, which fees may be due and payable under the Servicing Agreement (whether on a periodic or a continuing basis, and (iii) as a result the costs of an Event of Default under the Loan, the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any of the Loan Documents, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (c) all costs and expenses of any Property property inspections and/or appraisals of the Property (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more other than one appraisal in any twelve months unless an Event the cost of Default existsregular annual inspections required to be borne by Servicer under the Servicing Agreement), and (d) all costs and expenses relating to or arising from any special requests made by Borrower or Guarantor during the term of the Loan including, without limitation, in connection with a prepayment, defeasance, assumption or modification of the Loan.

Servicer. (a) At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, servicer or special servicer and/or trustee (any such master servicer, primary servicer, special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as the “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to the Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer; provided, however that any Servicer (unless an Event of Default has occurred or the Loan is being specially serviced) shall be the Servicer (as defined in the Senior Loan Agreement, but excluding any special servicer). Without limitationBorrower shall not be responsible for any set-up fees or any other initial costs relating to or arising under the Servicing Agreement. Borrower shall not be responsible for payment of the annual master servicing fee due to the Servicer under the Servicing Agreement. (b) Other than as set provided in Section 10.21(a) above, Borrower shall promptly reimburse Lender on demand for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect all of the protection fees and preservation expenses of the Property (Servicer and any reasonable third-party fees and expenses in connection with the Loan, including any prepayments, releases of the Collateral, approvals under the Loan Documents requested by Borrower, other requests under the Loan, defeasance, assumption of Borrower’s obligations or modification of the Loan, as well as any fees and expenses in connection with the special servicing or work-out of the Loan or enforcement of the Loan Documents, including, without limitation, on account of Basic Carrying Costs), (b) all costs and expenses, liquidation fees, workout fees, special servicing fees, operating or trust advisor fees (if the Loan is a specially serviced loan or any in connection with a workout), work-out fees, liquidation fees, reasonable attorneys fees and expenses and other similar fees payable by Lender to Servicer which may be due and payable under expenses in connection with the Servicing Agreement (whether on a periodic modification or a continuing basis) as a result restructuring of an Event of Default under the Loan. (c) Borrower shall only be required to interface with, the Loan becoming specially servicedand pay any servicing costs or expenses that Borrower is required to pay hereunder to, the commencement or continuance of any enforcement action of any kind one Servicer with respect to the Loan or any of and the Senior Loan Documents, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (c) all costs and expenses of any Property inspections and/or appraisals (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more than one appraisal in any twelve months unless an Event of Default exists), and (d) all costs and expenses relating to has occurred or arising from any special requests made by Borrower or Guarantor during the term of the Loan includingis being specially serviced) with respect to routine, without limitationday-to-day matters including approvals of Leases and budgets in accordance with the terms hereof and notices required from, or to be delivered to Lender pursuant to the Loan Documents (it being understood that such Servicer may need to consult with other Persons that hold a portion of Lender’s rights and obligations under the Loan (or their servicers) or, to the extent provided for in this Agreement, with the Rating Agencies rating the Securities in connection with a prepaymentany such consent, defeasance, assumption approval or modification of the Loannotice).

Servicer. At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or /trustee (any such master servicer, primary servicer, special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as the “Servicer”) selected by Lender Xxxxxx and Lender Xxxxxx may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to the Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitationUpon the appointment of a Servicer, to the extent of the delegation to such Servicer, the term “Lender” shall be deemed to include the “Servicer”. Borrower shall be responsible for any set-up fees, or any other initial costs relating to the appointment of any Servicer, in each case, of up to $500.00, provided, however, that Borrower shall not be responsible for payment of the monthly servicer fee due to Servicer. In addition and notwithstanding the foregoing, Borrower shall promptly reimburse be responsible for any fees and expenses of Lender on demand for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection any securitization trust, servicer, special servicer, trust advisor, trustee, certificate administrator and preservation of the Property (any third party fees and expenses, including, without limitation, reasonable attorneys’ fees and disbursements, incurred or arising as a result of or following a request by Borrower, an Event of Default, a failure to pay sums when due as and when required under the Loan Documents, the Loan being transferred to a special servicer and while the Loan is a specially serviced loan, including, without limitation, (a) interest on account of Basic Carrying Costs)advances made by the servicer, special servicer, trustee or certificate administrator; (b) all costs and expenses, liquidation special servicer fees, workout fees, special servicing liquidation fees, operating advisor fees or any as well as other similar fees compensation payable by Lender to Servicer which may be due and payable under the Servicing Agreement (whether on a periodic or a continuing basis) special servicer as a result of an Event of Default under the Loan, the Loan Property becoming specially serviced, the commencement or continuance of a foreclosed property; (c) indemnification obligations to any enforcement action of any kind with respect to the Loan or any of the Loan Documents, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or such persons and any of their respective principals directors, officers, members, managers, partners, employees, agents, Affiliates or Affiliates, (c) all costs and expenses other “controlling persons” within the meaning of any Property inspections and/or appraisals (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more than one appraisal in any twelve months unless an Event Securities Act of Default exists), 1933; and (d) taxes payable from the assets of a securitization trust and tax related expenses, but only to the extent Borrower is otherwise required to pay the same under the Loan Documents or by law. Notwithstanding the foregoing, all of such costs and expenses relating to or arising from any special requests made by Borrower or Guarantor during the term set forth in clauses (a) through (d) of the Loan includingpreceding sentence shall exclude (i) the regular monthly fee due to the servicer, the trustee and the certificate administrator, (ii) those costs and expenses which are identified pursuant to the servicing agreement with respect to such securitization trust as expenses to be borne by the servicer, special servicer, trust advisor, trustee or certificate administrator without limitationreimbursement as an advance or otherwise from the related securitization trust (including without limitation such person’s ordinary overhead expenses and the expenses of such person associated with maintaining a fidelity bond or errors and omissions insurance with respect to itself, in connection preparing annual compliance statements with respect to its own performance and preparing and filing and maintaining ordinary tax information reports and returns for such securitization trust) and (iii) those costs and expenses incurred as a prepayment, defeasance, assumption or modification result of the Loangross negligence, fraud, bad faith or willful misconduct of the servicer, special servicer, trustee or certificate administrator.

Servicer. At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as the “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitation, Borrower shall promptly reimburse Lender on demand for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent charges are due pursuant to Sections 2.2.4 and 2.3.5 and interest at the Default Rate actually paid by Borrower in respect of such payments are is insufficient to pay the same) or and expenses paid by Servicer or trustee in respect of the protection and preservation of the Property Properties (including, without limitation, on account payments of Basic Carrying Costs), Taxes and Insurance Premiums) and (b) all of the following costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees payable by Lender to Servicer which may be due and payable under the Servicing Agreement Servicer: (whether on a periodic or a continuing basisi) as a result of an Event of Default under the Loan, ; (ii) the Loan becoming specially serviced, the commencement or continuance costs of any enforcement action of any kind with respect to the Loan or any of the Loan Documents, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (c) all costs and expenses of any Property property inspections and/or appraisals of the Properties (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more other than one appraisal in any twelve months unless an Event the cost of Default existsregular annual inspections required to be borne by Servicer under the Servicing Agreement), and ; or (diii) all costs and expenses relating to or arising from any special requests made by Borrower or Guarantor during the term of the Loan including, without limitation, in connection with a prepayment, defeasance, assumption or modification of the Loan.

Servicer. At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitationWhile the Loan is in special servicing, Borrower shall promptly reimburse Lender on demand for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account of Basic Carrying Costs), (b) all following costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees expenses payable by Lender to Servicer as a result of the Loan becoming specially serviced: (i) any liquidation fees that are due and payable to Servicer under the Servicing Agreement in connection with the exercise of any or all remedies permitted under this Agreement, (ii) any workout fees and special servicing fees that are due and payable to Servicer under the Servicing Agreement, which fees may be due and payable under the Servicing Agreement (whether on a periodic or a continuing basis) , and which may be payable to a special servicer, in an amount as a result great as one percent of an Event the outstanding principal balance of Default under the Loan, the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any upon return of the Loan Documentsby the special servicer to the master servicer, a refinancing or a restructuring and (iii) the costs of all amounts owed to any third-party contractor in connection with the credit arrangements provided under this Agreement in the nature of a “workServicer obtaining any third-out” of the Loan Documentsparty report, or including any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (c) all costs and expenses of any Property property inspections and/or appraisals of the Properties (or any updates to any existing inspection or appraisal) that Servicer reasonably determines to obtain or the trustee may be required to obtain (but not more other than one appraisal in any twelve months unless an Event the cost of Default existsregular annual inspections required to be borne by Servicer under the Servicing Agreement), and (d) all costs and expenses relating to or arising from any special requests made by Borrower or Guarantor during the term of the Loan including, without limitation, in connection with a prepayment, defeasance, assumption or modification of the Loan.

Servicer. At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as servicer (“Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitationLender shall be responsible for any reasonable set-up fees or any other initial costs relating to or arising under the Servicing Agreement and neither Borrower nor any other Loan Party shall be responsible for payment of the regular monthly master servicing fee or trustee fee due to Servicer or the trustee under the Servicing Agreement. Notwithstanding the foregoing, Borrower shall promptly reimburse Lender on demand for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments made pursuant to the Servicing Agreement (to the extent charges are due pursuant to Section 2.3.4 and interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid interest payable on advances made by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account payments of Basic Carrying Costs), Taxes and Insurance Premiums) and (b) all the following costs and expensesexpenses payable by Lender to Servicer as a result of the Loan becoming specially serviced: (i) as a result of an Event of Default or prior to Securitization, if the occurrence of an Event of Default is imminent and after a Securitization, if the occurrence of an Event of Default is reasonably foreseeable, any liquidation feesfees that are due and payable to the Servicer under the Servicing Agreement in connection with the exercise of any and all remedies permitted under this Agreement, (ii) during the continuance of an Event of Default or prior to Securitization, if the occurrence of an Event of Default is imminent and after a Securitization, if the occurrence of an Event of Default is reasonably foreseeable, any workout fees, special servicing fees, operating advisor fees or any other similar fees that are due and payable by Lender to Servicer under the Servicing Agreement, which fees may be due and payable under the Servicing Agreement (whether on a periodic or a continuing basisbasis and (iii) as a result during the continuance of an Event of Default under or prior to Securitization, if the Loanoccurrence of an Event of Default is imminent and after a Securitization, if the occurrence of an Event of Default is reasonably foreseeable, the Loan becoming specially serviced, the commencement or continuance costs of any enforcement action of any kind with respect to the Loan or any of the Loan Documents, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (c) all costs and expenses of any Property property inspections and/or appraisals of the Property (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more other than one appraisal in any twelve months unless an Event the cost of Default exists), regular annual inspections required to be borne by Servicer under the Servicing Agreement) and (dc) all costs and expenses relating to or arising from any special requests made by Borrower or Guarantor during the term of the Loan including, without limitation, in connection with a prepayment, defeasance, assumption or modification of the LoanLoan (but excluding any prepayment, defeasance or assumption fee or any other matter for which a specified fee or amount is required to be paid pursuant to another provision of this Agreement).

Servicer. (a) At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or /trustee (any such master servicer, primary servicer, special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as the “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to the Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitation, Borrower shall promptly reimburse Lender on demand be responsible for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect their pro rata share of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account of Basic Carrying Costs), (b) all costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor any reasonable set‑up fees or any other similar initial costs relating to or arising under the Servicing Agreement; Borrower shall not be responsible for payment of the monthly servicing fee due to the Servicer under the Servicing Agreement. Notwithstanding the foregoing, upon the occurrence and during the continuance of an Event of Default, Borrower shall pay (i) any liquidation fees payable by Lender that may be due to Servicer under the Servicing Agreement in connection with the exercise of any or all remedies permitted under this Agreement, (ii) any workout fees and special servicing fees that may be due to Servicer under the Servicing Agreement, which may fees shall ‑106 ‑ be due and payable under the Servicing Agreement (whether by Borrower on a periodic or a continuing basisbasis in accordance with the Servicing Agreement, and (iii) as a result the costs of an Event of Default under the Loan, the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any of the Loan Documents, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (c) all costs and expenses of any Property property inspections and/or appraisals of the Property (or any updates to any existing inspection or appraisal) required under the Agreement or that a Servicer or may otherwise require under the trustee may be Servicing Agreement (other than the cost of annual inspections required to obtain be borne by Servicer under the Servicing Agreement). (but not more than one appraisal b) Lender, or any Servicer selected by Lender in any twelve months unless an Event accordance with this Section 9.6, acting solely for this purpose as the non‑fiduciary agent of Default existsBorrower (in such capacity, “Agent”), may maintain a register (the “Note Register”). If Agent maintains a Note Register then therein it will record the names and addresses of, and wire transfer instructions for, the Lender and any Person subsequently acquiring any direct interest in the Note (each a “Holder”). If it maintains a Note Register, upon the sale or transfer of a direct interest in the Note or portion thereof, (i) the transferring Holder shall inform the Agent in writing that such transfer has taken place and provide the Agent with the name, address, wiring instructions and tax identification number of the transferee and (dii) the Agent will record such information in the Note Register. Any Person in whose name the Note or interest therein is so registered shall be deemed and treated as the sole owner and Holder thereof for all costs purposes of this Agreement. If Agent maintains a Note Register, no transfer of a direct interest in the Note or portion thereof shall be effective unless it has been recorded in the Note Register pursuant to this Section 9.6(b). If Agent maintains a Note Register, the Agent shall promptly provide the names and expenses relating to or arising from any special requests made by Borrower or Guarantor during the term addresses of the Loan includingHolder or Holders to any other party hereto or any successor Holder or Holders upon written request and any such Person may, without limitationfurther investigation, in connection with a prepayment, defeasance, assumption or modification conclusively rely upon such information. The Agent shall have no liability to any Person for the provision of the Loanany such names and addresses.

Servicer. At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, /special servicer/trustee selected by Lender (collectively, and trustee, together with its agents, nominees or designees, are collectively referred to as the “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to such Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and such Servicer. Without limitationlimitation of any other provision contained herein, Borrower shall be responsible for the set-up costs and other initial costs relating to or arising under the applicable servicing agreement with Servicer and Borrower shall not be responsible for the payment of the regular monthly master servicing fee or any other fees and expenses of the Servicer under the servicing agreement. Notwithstanding the foregoing, Borrower shall promptly reimburse Lender on demand for (a) all actual out-of-pocket reasonable costs and expenses incurred for enforcement of the Loan, liquidation fees, workout fees, special servicing fees, operating advisor fees, certificate administrator fees or any other similar fees, (b) to the extent late charges and default interest under the Loan Documents paid by Borrower are insufficient to pay the same, interest payable on advances made by Servicer or the trustee with respect to (i) delinquent debt service Debt Service payments or expenses related to curing an Event of Default, payable by Lender to Servicer or a trustee and provided for under any servicing agreement or actual out of pocket reasonable expenses paid by Servicer or a trustee in respect of the protection and preservation of any Property (including, without limitation, payments of Taxes and Insurance Premiums), (ii) as a result of an Event of Default under the Loan or the Loan becoming specially serviced, an enforcement, refinancing or restructuring of the credit arrangements provided for under the Loan Documents in the nature of a “work-out” of the Loan Documents or any insolvency or bankruptcy of Borrower or (iii) the documentation of a conversion of the Benchmark and any related Conforming Changes, and (c) during the continuance of an Event of Default, the costs of all property inspections and/or appraisals of the Properties (or any updates to any existing inspection or appraisal) that Servicer may be required to obtain (other than the cost of regular annual inspections required to be borne by Servicer under any servicing agreement). Additionally, Borrower shall pay the customary and reasonable servicing fees in connection with any special requests made by Borrower during the term of the Loan. Notwithstanding anything to the contrary contained herein, the annual special servicing fees shall not exceed 0.15% of the Loan, work-out fees shall not exceed 0.25% of each collection of interest and principal of the Loan, and liquidation fees shall not exceed 0.25% of liquidation proceeds (and in each case, such fees shall only be payable to the extent that interest at the Default Rate under the Loan Documents actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account of Basic Carrying Costs), (b) all costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees payable by Lender to Servicer which may be due and payable under the Servicing Agreement (whether on a periodic or a continuing basis) as a result of an Event of Default under the Loan, the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any of the Loan Documents, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (c) all costs and expenses of any Property inspections and/or appraisals (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more than one appraisal in any twelve months unless an Event of Default exists), and (d) all costs and expenses relating to or arising from any special requests made by Borrower or Guarantor during the term of the Loan including, without limitation, in connection with a prepayment, defeasance, assumption or modification of the Loan.

Servicer. (a) At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or /trustee (any such master servicer, primary servicer, special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as the “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to the Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitation, Borrower Borrowers shall promptly reimburse Lender on demand be responsible for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect their pro rata share of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account of Basic Carrying Costs), (b) all costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor any reasonable set-up fees or any other similar initial costs relating to or arising under the Servicing Agreement; Borrowers shall not be responsible for payment of the monthly servicing fee due to the Servicer under the Servicing Agreement. Notwithstanding the foregoing, upon the occurrence and during the continuance of an Event of Default, Borrowers shall pay (i) any liquidation fees payable by Lender that may be due to Servicer under the Servicing Agreement in connection with the exercise of any or all remedies permitted under this Agreement, (ii) any workout fees and special servicing fees that may be due to Servicer under the Servicing Agreement, which may fees shall be due and payable under the Servicing Agreement (whether by Borrowers on a periodic or a continuing basisbasis in accordance with the Servicing Agreement, and (iii) as a result the costs of an Event of Default under the Loan, the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any of the Loan Documents, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (c) all costs and expenses of any Property property inspections and/or appraisals of the Properties (or any updates to any existing inspection or appraisal) required under the Agreement or that a Servicer or may otherwise require under the trustee may be Servicing Agreement (other than the cost of annual inspections required to obtain be borne by Servicer under the Servicing Agreement). (but not more than one appraisal b) Lender, or any Servicer selected by Lender in any twelve months unless an Event accordance with this Section 9.6, acting solely for this purpose as the non-fiduciary agent of Default existsBorrower (in such capacity, “Agent”), may maintain a register (the “Note Register”). If Agent maintains a Note Register then therein it will record the names and addresses of, and wire transfer instructions for, the Lender and any Person subsequently acquiring any direct interest in the Note (each a “Holder”). If it maintains a Note Register, upon the sale or transfer of a direct interest in the Note or portion thereof, (i) the transferring Holder shall inform the Agent in writing that such transfer has taken place and provide the Agent with the name, address, wiring instructions and tax identification number of the transferee and (dii) the Agent will record such information in the Note Register. Any Person in whose name the Note or interest therein is so registered shall be deemed and treated as the sole owner and Holder thereof for all costs purposes of this Agreement. If Agent maintains a Note Register, no transfer of a direct interest in the Note or portion thereof shall be effective unless it has been recorded in the Note Register pursuant to this Section 9.6(b). If Agent maintains a Note Register, the Agent shall promptly provide the names and expenses relating to or arising from any special requests made by Borrower or Guarantor during the term addresses of the Loan includingHolder or Holders to any other party hereto or any successor Holder or Holders upon written request and any such Person may, without limitationfurther investigation, in connection with a prepayment, defeasance, assumption or modification of the Loan.conclusively rely upon such

Servicer. (a) At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, servicer and trustee, together with its agents, nominees designees or designeesnominees, are collectively referred to as collectively, “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to the Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or and/or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitationBorrower shall be responsible for any reasonable set-up fees and any other initial costs relating to or arising under the Servicing Agreement; provided, however, that Borrower shall not be responsible for payment of scheduled monthly servicing fees due to Servicer under the Servicing Agreement. In addition, Borrower shall promptly reimburse Lender on demand for pay (ai) interest payable on advances made by any fees and expenses of Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account out-of-pocket attorneys’ fees and disbursements) in connection with any release of Basic Carrying Costs), (b) all costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees payable by Lender to Servicer which may be due and payable under the Servicing Agreement (whether on a periodic Property or a continuing basis) as a result portion thereof, any prepayment, defeasance, transfer, assumption, amendment or modification of an Event of Default under the Loan, the Loan becoming specially servicedany documents or other matters requested by Borrower or Guarantor, the commencement any special servicing or continuance workout of any enforcement action of any kind with respect to the Loan or any enforcement of the Loan Documents, a refinancing including, without limitation, any advances made by Servicer and interest on such advances, any liquidation fees in connection with the exercise of any or a restructuring of the credit arrangements provided all remedies permitted under this Agreement in and (ii) the nature costs of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (c) all costs and expenses of any Property property inspections and/or appraisals of the Property (or any updates to any existing inspection or appraisal) that a Servicer or the trustee may be required to obtain (but other than the cost of regular annual inspections required to be borne by Servicer under the Servicing Agreement); provided, however, that Borrower shall not more than one appraisal in be responsible for payment of any twelve months unless an Event of Default exists)fees or expenses required to be borne by, and (d) all not reimbursable to, Servicer. Without limiting the generality of the foregoing, Servicer shall be entitled to reimbursement of costs and expenses relating as and to or arising from any special requests made by Borrower or Guarantor during the term same extent (but without duplication) as Lender is entitled thereto pursuant to the terms of the Loan includingDocuments. Borrower’s obligations under this Section 11.25 are secured by the Security Instruments. (b) Upon notice thereof from Lender, without limitationServicer shall have the right to exercise all rights of Lender and enforce all obligations of Borrower and Guarantor under the Loan Documents. (c) Provided Borrower shall have received notice from Lender of Servicer’s address, Borrower shall deliver, and cause to be delivered, to Servicer duplicate originals of all notices and other documents and instruments which Borrower and/or Guarantor deliver to Lender pursuant to the Loan Documents. No delivery of any such notices or other documents shall be of any force or effect unless delivered to Lender and Servicer as provided in connection with a prepayment, defeasance, assumption or modification of the Loanthis Section 11.25(c).

Servicer. (a) At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, servicer and special servicer and/or trustee (any such master servicer, primary servicer, special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as the “Servicer”) selected by Lender Xxxxxx and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to the Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitationBorrower shall not be responsible for any set-up fees or any other initial costs relating to or arising under the Servicing Agreement. Borrower shall not be responsible for payment of the initial set-up fees and the monthly master servicing fee due to the Servicer under the Servicing Agreement. (b) Except as otherwise expressly set forth in this Agreement and subject to Section 9.4 hereof, Borrower shall promptly reimburse Lender on demand for pay any customary fees, costs and expenses of the Servicer and any reasonable third-party fees and expenses incurred in each case in connection with a prepayment, release of the Property, approvals under the Loan Documents requested by Borrower, assumption of Borrower’s obligations or amendment or modification of the Loan requested by Borrower subject to and in accordance with any servicing agreement or similar agreement entered into in connection with a Securitization, as well as (ai) any amounts payable in respect of advances (including protective advances, special servicer fee advances and advances of delinquent debt service payments), together with interest payable on advances thereon, made by Servicer pursuant to the servicing agreement, in each case, as a result of Borrower’s default hereunder beyond any applicable grace period (or, with respect to delinquent debt service payments (special servicer fee advances, as a result of the Loan becoming a specially serviced loan pursuant to the servicing agreement) to the extent late charges and default interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account of Basic Carrying Costs), (bii) all costs and expenses, either (but not both) (A) “liquidation fees” related to the Loan in the amounts set forth in the servicing agreement, which amounts shall not exceed a rate of one-half percent (0.50%) of liquidation proceeds, or (B) “workout fees” in the amounts set forth in the servicing agreement, which amounts shall not exceed a rate of one-half percent (0.50%) of principal and interest (other than default interest) made on the mortgage loan following written agreement to amend the mortgage such that the mortgage loan is no longer a specially serviced mortgage loan for so long as another special servicing loan event does not occur, (iii) “special servicing fees, operating advisor fees or any other similar fees payable by Lender to Servicer which may be due and payable under ” for the Servicing Agreement (whether on a periodic or a continuing basis) as a result of an Event of Default under the Loan, Loan upon the Loan becoming a specially serviced, the commencement or continuance of any enforcement action of any kind with respect serviced loan pursuant to the Loan or any servicing agreement in the amounts set forth in the servicing agreement, which amounts shall not exceed a rate of one-quarter of one percent (0.25%) of the Loan Documents, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, amount per annum and (civ) all costs and expenses of any Property inspections and/or appraisals (or any updates to any existing inspection or appraisal) that Servicer or the trustee may customary operating advisor fees. At no time shall Borrower be required to obtain (but not deal with or pay for more than one appraisal in any twelve months unless an Event of Default exists), master servicer and (d) all costs and expenses relating to or arising from any one special requests made by Borrower or Guarantor during the term of the Loan including, without limitation, servicer in connection with a prepayment, defeasance, assumption or modification of the Loan.

Servicer. (a) At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, servicer and trustee, together with its agents, nominees or designees, are collectively referred to herein as “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or and/or other agreement providing for the servicing of one (1) or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Borrower and Operating Lessee shall be responsible for (i) any reasonable set-up fees or any other initial costs and expenses relating to or arising under the Servicing Agreement and (ii) any fees and expenses of Servicer (including, without limitation, attorneys’ fees and disbursements) in connection with any release of the Property, any prepayment, assumption, amendment or modification of the Loan, any documents or matters requested by Borrower, special servicing or work-out of the Loan or enforcement of the Loan Documents; provided, however, that Borrower and Operating Lessee shall not be responsible for payment of scheduled monthly servicing fees due to Servicer under the Servicing Agreement. Without limitationlimiting the generality of the foregoing, Servicer shall be entitled to reimbursement of costs and expenses as and to the same extent (but without duplication) as Lender is entitled thereto under this Agreement and the other Loan Documents. In addition, notwithstanding anything in this Agreement to the contrary, Borrower shall promptly reimburse Lender on demand for (aA) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same), (B) or expenses paid or advanced by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, payments of Taxes and Insurance Premiums) or the enforcement of the Lender’s rights under the Loan Documents, together with any interest payable on account of Basic Carrying Costs)advances made by the Servicer in connection therewith, (bC) the following costs and expenses payable by Lender to Servicer as a result of an Event of Default or the Loan becoming specially serviced under the Servicing Agreement: (i) all costs liquidation fees that are due and expensespayable to Servicer under the Servicing Agreement in connection with the exercise of any and all remedies permitted under this Agreement, liquidation fees, (ii) all workout fees, special servicing fees, operating advisor fees or any and other similar fees that are due and payable by Lender to Servicer under the Servicing Agreement, which fees may be due and payable under the Servicing Agreement (whether on a periodic or a continuing basis, and (iii) as a result the costs of an Event of Default under the Loan, the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any of the Loan Documents, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (c) all costs and expenses of any Property property inspections and/or appraisals of the Property (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more other than one appraisal in any twelve months unless an Event the cost of Default existsregular annual inspections required to be borne by Servicer under the Servicing Agreement), and (dD) all reasonable costs and expenses relating payable by Lender to or arising from Servicer as a result of any special requests made by Borrower or Guarantor during the term of the Loan Loan, including, without limitation, in connection with a prepayment, defeasance, assumption or modification of the Loan. (b) Upon notice thereof from Lender, Servicer shall have the right to exercise all rights of Lender and enforce all obligations of Borrower and Guarantor pursuant to the provisions of this Agreement and the other Loan Documents. (c) Provided Borrower shall have been given notice of Servicer’s address by Lender, Borrower shall deliver, or cause to be delivered, to Servicer duplicate originals of all notices and other documents and instruments which Borrower or Guarantor may or shall be required to deliver to Lender pursuant to this Agreement and the other Loan Documents (and no delivery of such notices or other documents and instruments by Borrower or Guarantor shall be of any force or effect unless delivered to Lender and Servicer as provided above).

Servicer. (a) At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, servicer and trustee, together with its agents, nominees or designees, are collectively referred to herein as “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or and/or other agreement providing for the servicing of one (1) or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitation, Borrower shall promptly reimburse Lender on demand be responsible for (ai) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account of Basic Carrying Costs), (b) all costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor any reasonable set-up fees or any other similar fees payable by Lender to Servicer which may be due and payable under the Servicing Agreement (whether on a periodic or a continuing basis) as a result of an Event of Default under the Loan, the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any of the Loan Documents, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (c) all costs and expenses of any Property inspections and/or appraisals (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more than one appraisal in any twelve months unless an Event of Default exists), and (d) all initial costs and expenses relating to or arising from under the Servicing Agreement and (ii) any special requests made by Borrower or Guarantor during the term fees and expenses of the Loan Servicer (including, without limitation, attorneys’ fees and disbursements) which are consistent with the fees charged by Servicer in connection with a prepayment, defeasance, assumption or modification similar loans such Servicer services on behalf of Lender. Without limiting the generality of the Loanforegoing, Servicer shall be entitled to reimbursement of costs and expenses as and to the same extent (but without duplication) as Lender is entitled thereto under this Agreement and the other Loan Documents. (b) Upon written notice thereof from Lender, Servicer shall have the right to exercise all rights of Lender and enforce all obligations of Borrower and Guarantor pursuant to the provisions of this Agreement and the other Loan Documents. (c) Provided Borrower shall have been given notice of Servicer’s address by Lender, Borrower shall deliver, or cause to be delivered, to Servicer duplicate originals of all notices and other documents and instruments which Borrower or Guarantor may or shall be required to deliver to Lender pursuant to this Agreement and the other Loan Documents (and no delivery of such notices or other documents and instruments by Borrower or Guarantor shall be of any force or effect unless delivered to Lender and Servicer as provided above).

Servicer. At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, /special servicer/trustee selected by Lender (collectively, and trustee, together with its agents, nominees or designees, are collectively referred to as the “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to such Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and such Servicer. Without limitationlimitation of any other provision contained herein, Lender shall be responsible for the set-up costs and other initial costs relating to or arising under the applicable servicing agreement with Servicer and Borrower shall not be responsible for the payment of the regular monthly master servicing fee or any other fees and expenses of the Servicer under the servicing agreement. Notwithstanding the foregoing, Borrower shall promptly reimburse Lender on demand for (a) all actual out-of-pocket reasonable costs and expenses incurred for enforcement of the Loan, liquidation fees, workout fees, special servicing fees, operating advisor fees, certificate administrator fees or any other similar fees, (b) to the extent late charges and default interest under the Loan Documents paid by Borrower are insufficient to pay the same, interest payable on advances made by Servicer or the trustee with respect to (i) delinquent debt service Debt Service payments or expenses related to curing an Event of Default, payable by Lender to Servicer or a trustee and provided for under any servicing agreement or actual out of pocket reasonable expenses paid by Servicer or a trustee in respect of the protection and preservation of any Property (including, without limitation, payments of Taxes and Insurance Premiums), or (ii) as a result of an Event of Default under the Loan or the Loan becoming specially serviced, an enforcement, refinancing or restructuring of the credit arrangements provided for under the Loan Documents in the nature of a “work-out” of the Loan Documents or any insolvency or bankruptcy of Borrower, and (c) during the continuance of an Event of Default, the costs of all property inspections and/or appraisals of the Properties (or any updates to any existing inspection or appraisal) that Servicer may be required to obtain (other than the cost of regular annual inspections required to be borne by Servicer under any servicing agreement). Additionally, Borrower shall pay the customary and reasonable servicing fees in connection with any special requests made by Borrower during the term of the Loan. Notwithstanding anything to the contrary contained herein, the annual special servicing fees shall not exceed 0.15% of the Loan, work-out fees shall not exceed 0.25% of each collection of interest and principal of the Loan, and liquidation fees shall not exceed 0.25% of liquidation proceeds (and in each case, such fees shall only be payable to the extent that interest at the Default Rate under the Loan Documents actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account of Basic Carrying Costs), (b) all costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees payable by Lender to Servicer which may be due and payable under the Servicing Agreement (whether on a periodic or a continuing basis) as a result of an Event of Default under the Loan, the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any of the Loan Documents, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (c) all costs and expenses of any Property inspections and/or appraisals (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more than one appraisal in any twelve months unless an Event of Default exists), and (d) all costs and expenses relating to or arising from any special requests made by Borrower or Guarantor during the term of the Loan including, without limitation, in connection with a prepayment, defeasance, assumption or modification of the Loan.

Servicer. At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or servicer/trustee (any such master servicer, primary servicer, special servicer, and /trustee, together with its agents, nominees or designees, are collectively referred to as “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to the Servicer pursuant to a pooling and servicing agreement, servicing agreement, agreement and/or a special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitation, Borrower and Maryland Owner shall promptly reimburse Lender on demand be responsible for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account of Basic Carrying Costs), (b) all costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor any reasonable set-up fees or any other similar fees payable by Lender initial costs relating to or arising under the Servicing Agreement; provided, however, that Borrower and Maryland Owner shall not be responsible for payment of the monthly servicing fee due to Servicer under the Servicing Agreement. Notwithstanding the foregoing, Borrower and Maryland Owner shall pay (i) any liquidation fees that may be due to Servicer under the Servicing Agreement in connection with the exercise of any or all remedies permitted under this Agreement, (ii) any workout fees and special servicing fees that may be due to Servicer under the Servicing Agreement, which may fees shall be due and payable under the Servicing Agreement (whether by Borrower and Maryland Owner on a periodic or a continuing basisbasis in accordance with the Servicing Agreement, and (iii) as a result the costs of an Event of Default under the Loan, the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any of the Loan Documents, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (c) all costs and expenses of any Property property inspections and/or appraisals of the Properties (or any updates to any existing inspection or appraisal) required under the Servicing Agreement or that a Servicer or may otherwise require under the trustee may be Servicing Agreement (other than the cost of annual inspections required to obtain (but not more than one appraisal in any twelve months unless an be borne by Servicer under the Servicing Agreement). Provided no Event of Default exists)is continuing, and (d) all costs and expenses relating if Servicer proposes to or arising from any special requests made by Borrower or Guarantor during transfer the term servicing of the Loan includingto a Servicer that is a special servicer based on Servicer’s judgment that a Default in the payment of Debt Service is reasonably foreseeable, without limitation, in connection Servicer shall use good faith efforts to consult with a prepayment, defeasance, assumption or modification Borrower and Maryland Owner before transferring the servicing of the Loan, except in those instances in which Servicer determines in its sole discretion that the failure to so transfer the servicing of the Loan would materially and adversely affect the holders of the Securities, and Borrower and Maryland Owner acknowledge and agree that any such consultation shall be conducted on a non-binding basis and any decision by Servicer to transfer the Loan to a special servicer shall be final and binding on, and shall not be subject to challenge by, Borrower or Maryland Owner.

Servicer. At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer; provided, however, except as expressly set forth in this Section 9.6, Borrower shall not be responsible for the regular monthly master servicing fee or trustee fee due to Servicer under the Servicing Agreement or any fees or expenses required to be borne by, and not reimbursable to, Servicer. Without limitationNotwithstanding the foregoing, Borrower shall promptly reimburse Lender on demand for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent charges are due pursuant to Sections 2.2.4 and 2.3.5 and interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account payments of Basic Carrying Costs), Taxes and Insurance Premiums) and (b) all actual out-of-pocket reasonable costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees payable by Lender to Servicer which may be due (including any reasonable attorneys’ fees and payable under expenses) as a result of or in connection with the Servicing Agreement following: (whether on a periodic or a continuing basisi) as a result of an Event of Default under the Loan, Loan or the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any of the Loan Documentsan enforcement, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan DocumentsDocuments or of any insolvency or bankruptcy proceeding; (ii) following an Event of Default or the Loan becoming specially serviced, any liquidation fees, workout fees, special servicing fees, operating advisor fees or any Bankruptcy Action involving Borrowerother similar fees that are due and payable to Servicer under the Servicing Agreement or the trustee, Principalwhich fees may be due and payable under the Servicing Agreement on a periodic or continuing basis; (iii) following an Event of Default or the Loan becoming specially serviced, Guarantor or any the costs of their respective principals or Affiliates, (c) all costs and expenses of any Property property inspections and/or appraisals of the Property (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more other than one appraisal in any twelve months unless an Event the cost of Default existsregular annual inspections required to be borne by Servicer under the Servicing Agreement or required under the terms and conditions of this Agreement), and ; or (div) all costs and expenses relating to or arising from any special requests made by Borrower or Guarantor during the term of the Loan including, without limitation, in connection with a prepayment, defeasance, assumption or modification of the LoanLoan not otherwise provided for in this Agreement.

Servicer. (a) At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, servicer and trustee, together with its agents, nominees or designees, are collectively referred to herein as “"Servicer”") selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or and/or other agreement providing for the servicing of one (1) or more mortgage mezzanine loans (collectively, the “"Servicing Agreement”") between Lender and Servicer. Without limitation, Borrower shall promptly reimburse Lender on demand be responsible for (ai) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account of Basic Carrying Costs), (b) all costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor any reasonable set-up fees or any other similar fees payable by Lender to Servicer which may be due and payable under the Servicing Agreement (whether on a periodic or a continuing basis) as a result of an Event of Default under the Loan, the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any of the Loan Documents, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (c) all costs and expenses of any Property inspections and/or appraisals (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more than one appraisal in any twelve months unless an Event of Default exists), and (d) all initial costs and expenses relating to or arising from any special requests made by Borrower or Guarantor during under the term Servicing Agreement, but not including the legal costs incurred in connection with the negotiation of the Loan Servicing Agreement, and (ii) any fees and expenses of Servicer (including, without limitation, attorneys' fees and disbursements) in connection with a any release of the Property, any prepayment, defeasance, assumption assumption, amendment or modification of the Loan, any documents or matters requested by Borrower, special servicing or work-out of the Loan or enforcement of the Loan Documents, and all property inspections and/or appraisals of the Property (or any updates to existing inspections or appraisals) that Servicer may be required to obtain. Without limiting the generality of the foregoing, Servicer shall be entitled to reimbursement of costs and expenses as and to the same extent (but without duplication) as Lender is entitled thereto under this Agreement and the other Loan Documents. (b) Upon notice thereof from Lender, Servicer shall have the right to exercise all rights of Lender and enforce all obligations of Borrower and Guarantor pursuant to the provisions of this Agreement and the other Loan Documents. (c) Provided Borrower shall have been given notice of Servicer' s identity and address by Lender, Borrower shall deliver, or cause to be delivered, to Servicer duplicate originals of all notices and other documents and instruments which Borrower or Guarantor may or shall be required to deliver to Lender pursuant to this Agreement and the other Loan Documents (and no delivery of such notices or other documents and instruments by Borrower or Guarantor shall be of any force or effect unless delivered to Lender and Servicer as provided above).

Servicer. At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitationBorrower shall be responsible for any reasonable set up fees or any other initial costs relating to or arising under the Servicing Agreement, but Borrower shall not be responsible for payment of the regular monthly master servicing fee or trustee fee due to Servicer under the Servicing Agreement or any fees or expenses required to be borne by, and not reimbursable to, Servicer. Notwithstanding the foregoing, Borrower shall promptly reimburse Lender on demand for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account of Basic Carrying Costs), (b) all costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees payable by Lender to Servicer which may be due and payable under the Servicing Agreement (whether on a periodic or a continuing basis) as a result of an Event of Default under the Loan, the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any of the Loan Documents, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (c) all costs and expenses of any Property inspections and/or appraisals (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more other than one appraisal in any twelve months unless an Event the cost of Default existsregular annual inspections required to be borne by Servicer under the Servicing Agreement), and (d) all reasonable costs and expenses relating to or arising from any special requests made by Borrower or Guarantor during the term of the Loan Loan, including, without limitation, in connection with a prepayment, defeasance, assumption or modification of the Loan.

Servicer. At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, /special servicer/trustee selected by Lender (collectively, and trustee, together with its agents, nominees or designees, are collectively referred to as the “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to such Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and such Servicer. Without limitationlimitation of any other provision contained herein, Lender shall be responsible for the set-up costs and other initial costs relating to or arising under the applicable servicing agreement with Servicer and Borrower shall not be responsible for the payment of the regular monthly master servicing fee or any other fees and expenses of the Servicer under the servicing agreement. Notwithstanding the foregoing, Borrower shall promptly reimburse Lender on demand for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or all actual out-of-pocket reasonable costs and expenses paid by Servicer or trustee in respect incurred for enforcement of the protection and preservation of the Property (including, without limitation, on account of Basic Carrying Costs), (b) all costs and expensesLoan, liquidation fees, workout fees, special servicing fees, operating advisor fees, certificate administrator fees or any other similar fees fees, (b) to the extent late charges and default interest under the Loan Documents paid by Borrower are insufficient to pay the same, interest payable on advances made by Servicer or the trustee with respect to (i) delinquent Debt Service payments or expenses related to curing an Event of Default, payable by Lender to Servicer which may be due and payable under the Servicing Agreement (whether on a periodic or a continuing basistrustee and provided for under any servicing agreement or actual out of pocket reasonable expenses paid by Servicer or a trustee in respect of the protection and preservation of any Property or the Collateral (including, without limitation, payments of Taxes and Insurance Premiums), or (ii) as a result of an Event of Default under the Loan, Loan or the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any of the Loan Documentsan enforcement, a refinancing or a restructuring of the credit arrangements provided for under this Agreement the Loan Documents in the nature of a “work-out” of the Loan Documents, Documents or any Bankruptcy Action involving insolvency or bankruptcy of Borrower, Principal, Guarantor or any of their respective principals or Affiliates, and (c) during the continuance of an Event of Default, the costs of all costs and expenses of any Property property inspections and/or appraisals of the Properties (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more other than one appraisal the cost of regular annual inspections required to be borne by Servicer under any servicing agreement). Additionally, Borrower shall pay the customary and reasonable servicing fees in any twelve months unless an Event of Default exists), and (d) all costs and expenses relating to or arising from connection with any special requests made by Borrower or Guarantor during the term of the Loan including, without limitation, in connection with a prepayment, defeasance, assumption or modification of the Loan.

Servicer. At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitationBorrower shall be responsible for any reasonable set up fees or any other initial costs relating to or arising under the Servicing Agreement, but Borrower shall not be responsible for payment of the regular monthly master servicing fee or trustee fee due to Servicer under the Servicing Agreement or any fees or expenses required to be borne by, and not reimbursable to, Servicer. Notwithstanding the foregoing, Borrower shall promptly reimburse Lender on demand for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account of Basic Carrying Costs), (b) all following costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees expenses payable by Lender to Servicer as a result of the Loan becoming specially serviced: (i) any liquidation fees that are due and payable to Servicer under the Servicing Agreement in connection with the exercise of any or all remedies permitted under this Agreement, (ii) any workout fees and special servicing fees that are due and payable to Servicer under the Servicing Agreement, which fees may be due and payable under the Servicing Agreement (whether on a periodic or a continuing basis, and (iii) as a result the costs of an Event of Default under the Loan, the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any of the Loan Documents, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (c) all costs and expenses of any Property property inspections and/or appraisals of the Property and/or the Collateral (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more other than one appraisal in any twelve months unless an Event the cost of Default existsregular annual inspections required to be borne by Servicer under the Servicing Agreement), and (d) all costs and expenses relating to or arising from any special requests made by Borrower or Guarantor during the term of the Loan including, without limitation, in connection with a prepayment, defeasance, assumption or modification of the Loan.

Servicer. (a) At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or or trustee (any such master servicer, primary servicer, special servicer, and servicer or trustee, together with its their respective agents, nominees or designees, are collectively referred to as “Servicer”) selected by Lender and Lender may delegate all or any portion of its rights and responsibilities under this Agreement and the other Loan Documents to Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitationUpon the appointment of a Servicer, Borrower shall promptly reimburse Lender on demand for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection delegation to such Servicer, the term “Lender” shall be deemed to include the “Servicer”. Borrower shall pay (i) all reasonably and preservation customary consent, review and processing fees of the Property (including, without limitation, on account of Basic Carrying Costs)Servicer and any related third party costs, (bii) all costs reasonable and expenses, customary liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees payable by Lender to Servicer which that may be due and payable Servicer in connection with the exercise of any or all remedies permitted under the Servicing Agreement Loan Documents, if any, (whether iii) any reasonable and customary workout fees and special servicing fees that may be due to Servicer, which fees may be due on a periodic or a continuing basisbasis and (iv) as a result the costs of an Event of Default under the Loan, the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any all property inspections (other than routine annual inspections) and/or appraisals of the Loan Documents, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (c) all costs and expenses of any Property inspections and/or appraisals (or any updates to any existing inspection inspection, other than routine annual inspections, or appraisal) that Servicer incurred in connection with the terms hereof (the “Servicing Fee”). Borrower shall not be responsible for any set-up fees, or the trustee may be required to obtain (but not more than one appraisal in any twelve months unless an Event of Default exists), and (d) all other initial costs and expenses relating to the appointment of any Servicer, or arising from any special requests made by Borrower or Guarantor during the term for payment of the Loan monthly servicing fee due to Servicer. (b) Each of Borrower and Operating Lessee acknowledges that, as part of a Securitization, the parties to a Securitization may, in their sole discretion, elect to impose certain requirements as conditions precedent to certain actions by one or more of the Servicers (including, without limitation, in connection with a prepayment, defeasance, assumption that such Servicer obtain either or modification both of the Loanapproval of one or more Investors (or representatives of one or more Investors) as to certain proposed actions, and/or Rating Agency Confirmation). No requirement or condition imposed upon such Servicer pursuant to any Securitization as a condition precedent to the granting or denying of any consent or approval, or the taking of or refusal to take any action, pursuant to this Agreement (except only for any action required of Lender hereunder) shall give rise to any claim or cause of action by Borrower or Operating Lessee against Lender, or give Borrower or Operating Lessee any defense for failure to perform its obligations under the Loan Documents.

Servicer. At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitationBorrower shall not be responsible for any set up fees or other initial costs relating to or arising under the Servicing Agreement, the regular monthly master servicing fee or trustee fee due to Servicer under the Servicing Agreement or any fees or expenses required to be borne by, and not reimbursable to, Servicer. Notwithstanding the foregoing, Borrower shall promptly reimburse Lender on demand for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account of Basic Carrying Costs), (b) all following costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees expenses payable by Lender to Servicer as a result of the Loan becoming specially serviced: (i) any liquidation fees that are due and payable to Servicer under the Servicing Agreement in connection with the exercise of any or all remedies permitted under this Agreement, (ii) any workout fees and special servicing fees that are due and payable to Servicer under the Servicing Agreement, which fees may be due and payable under the Servicing Agreement (whether on a periodic or a continuing basis, and (iii) as a result the costs of an Event of Default under the Loan, the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any of the Loan Documents, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (c) all costs and expenses of any Property property inspections and/or appraisals of the Properties (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more other than one appraisal in any twelve months unless an Event the cost of Default existsregular annual inspections required to be borne by Servicer under the Servicing Agreement), and (d) all costs and expenses relating to or arising from any special requests made by Borrower or Guarantor during the term of the Loan including, without limitation, in connection with a prepayment, defeasance, assumption or modification of the Loan.

Servicer. At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as servicer (“Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitationLender shall be responsible for any reasonable set-up fees or any other initial costs relating to or arising under the Servicing Agreement and Borrower shall not be responsible for payment of the regular monthly master servicing fee or trustee fee due to Servicer or the trustee under the Servicing Agreement or any fees or expenses required to be borne by Servicer. Notwithstanding the foregoing, Borrower shall promptly reimburse Lender on demand for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect following: all actual out of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account of Basic Carrying Costs), (b) all pocket reasonable costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees and to the extent charges pursuant to Section 2.3.4 hereof and interest at the Default Rate actually paid by Borrower is insufficient to pay for same, interest payable on advances made by the Servicer or the trustee with respect to (a) delinquent Debt Service payments or expenses of curing Borrower’s or Operating Lessee’s defaults under the Loan Documents, payable by Lender to Servicer which may be due or a trustee and payable provided for under the Servicing Agreement (whether on a periodic or actual out of pocket reasonable expenses paid by Servicer or a continuing basistrustee in respect of the protection and preservation of the Property and the IP Collateral (including, without limitation, payments of Taxes and Insurance Premiums), (b) as a result of an Event of Default under the Loan, Loan or the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any of the Loan Documentsan enforcement, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, Documents or of any Bankruptcy Action involving insolvency or bankruptcy proceeding of any Borrower, Principal, Guarantor Operating Lessee or any of their respective principals Operating Lessee GP or Affiliates, (c) the costs of all costs and expenses of any Property property inspections and/or appraisals of the Properties (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more other than one appraisal the cost of regular annual inspections required to be borne by Servicer under the Servicing Agreement). Additionally, Borrower shall pay the customary and reasonable servicing fees in any twelve months unless an Event of Default exists), and (d) all costs and expenses relating to or arising from connection with any special requests made by Borrower Borrower, Operating Lessee, Operating Lessee GP or Guarantor during the term of the Loan including, without limitation, in connection with a prepayment, defeasance, assumption or modification of the Loan. Lender shall grant or deny with a reasonable explanation any consent required hereunder within fifteen (15) days after the receipt of the applicable request and all documents in connection therewith. In the event that Lender fails to respond within said fifteen (15) day period, such failure shall be deemed to be the consent and approval of Lender if (I) Borrower has delivered to Lender the applicable documents, with the notation “IMMEDIATE RESPONSE REQUIRED, FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN FIFTEEN (15) DAYS FROM RECEIPT SHALL BE DEEMED TO BE LENDER’S APPROVAL” prominently displayed in bold, all caps and fourteen (14) point or larger font in the transmittal letter requesting approval and (II) Lender does not approve or reject (with a reasonable explanation) the applicable request within fifteen (15) days from the date Lender receives such request as evidenced by a certified mail return receipt or confirmation by a reputable national overnight delivery service that the same has been delivered.

Servicer. (a) At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, servicer and trustee, together with its agents, nominees or designees, are collectively referred to herein as “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or and/or other agreement providing for the servicing of one (1) or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitation, Borrower shall promptly reimburse Lender on demand be responsible for (ai) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account of Basic Carrying Costs), (b) all costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor any reasonable set-up fees or any other similar fees payable by Lender to Servicer which may be due and payable under the Servicing Agreement (whether on a periodic or a continuing basis) as a result of an Event of Default under the Loan, the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any of the Loan Documents, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (c) all costs and expenses of any Property inspections and/or appraisals (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more than one appraisal in any twelve months unless an Event of Default exists), and (d) all initial costs and expenses relating to or arising from any special requests made by Borrower or Guarantor during under the term Servicing Agreement, but not including the legal costs incurred in connection with the negotiation of the Loan Servicing Agreement, and (ii) any fees and expenses of Servicer (including, without limitation, attorneys’ fees and disbursements) in connection with a any release of the Property, any prepayment, defeasance, assumption assumption, amendment or modification of the Loan, any documents or matters requested by Borrower, special servicing or work-out of the Loan or enforcement of the Loan Documents, and all property inspections and/or appraisals of the Property (or any updates to existing inspections or appraisals) that Servicer may be required to obtain. Without limiting the generality of the foregoing, Servicer shall be entitled to reimbursement of costs and expenses as and to the same extent (but without duplication) as Lender is entitled thereto under this Agreement and the other Loan Documents. (b) Upon notice thereof from Lender, Servicer shall have the right to exercise all rights of Lender and enforce all obligations of Borrower and Guarantor pursuant to the provisions of this Agreement and the other Loan Documents. (c) Provided Borrower shall have been given notice of Servicer’s identity and address by Lender, Borrower shall deliver, or cause to be delivered, to Servicer duplicate originals of all notices and other documents and instruments which Borrower or Guarantor may or shall be required to deliver to Lender pursuant to this Agreement and the other Loan Documents (and no delivery of such notices or other documents and instruments by Borrower or Guarantor shall be of any force or effect unless delivered to Lender and Servicer as provided above).

Servicer. At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or or trustee (any such master servicer, primary servicer, special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitationBorrower shall be responsible for any reasonable and customary set up fees or any other initial costs relating to or arising under the Servicing Agreement (to the extent relating directly to the Loan), but Borrower shall not be responsible for payment of the regular monthly master servicing fee or trustee fee due to Servicer under the Servicing Agreement or any fees or expenses required to be borne by, and not reimbursable to, Servicer. Notwithstanding the foregoing, Borrower shall promptly reimburse Lender on demand for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection following reasonable and preservation of the Property (including, without limitation, on account of Basic Carrying Costs), (b) all documented out-of-pocket costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees expenses payable by Lender to Servicer as a result of the Loan becoming specially serviced following an Event of Default: (i) any liquidation fees that are due and payable to Servicer under the Servicing Agreement in connection with the exercise of any or all remedies permitted under this Agreement, (ii) any workout fees and special servicing fees that are due and payable to Servicer under the Servicing Agreement, which fees may be due and payable under the Servicing Agreement (whether on a periodic or a continuing basis) as , and which may be payable to a result of an Event of Default under the Loanspecial servicer, the Loan becoming specially servicedin amounts not to exceed reasonable and customary amounts, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any upon return of the Loan Documentsby the special servicer to the master servicer, a refinancing and (iii) the costs of all amounts owed to any third-party contractor in connection with the Servicer obtaining any third-party report, including any property inspections or a restructuring appraisals of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (c) all costs and expenses of any Property inspections and/or appraisals Properties (or any updates to any existing inspection or appraisal) that Servicer reasonably determines to obtain or the trustee may be required to obtain (but not more other than one appraisal in any twelve months unless an Event the cost of Default existsregular annual inspections required to be borne by Servicer under the Servicing Agreement), and (d) all costs and expenses relating to or arising from any special requests made by Borrower or Guarantor during the term of the Loan including, without limitation, in connection with a prepayment, defeasance, assumption or modification of the Loan.

Servicer. At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, /special servicer/trustee selected by Lender (collectively, and trustee, together with its agents, nominees or designees, are collectively referred to as the “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to such Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and such Servicer. Without limitationlimitation of any other provision contained herein, Lender shall be responsible for the set-up costs and other initial costs relating to or arising under the applicable servicing agreement with Servicer and Borrower shall not be responsible for the payment of the regular monthly master servicing fee or any other fees and expenses of the Servicer under the servicing agreement. Notwithstanding the foregoing, Borrower shall promptly reimburse Lender on demand for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or all actual out-of-pocket reasonable costs and expenses paid by Servicer or trustee in respect incurred for enforcement of the protection and preservation of the Property (including, without limitation, on account of Basic Carrying Costs), (b) all costs and expensesLoan, liquidation fees, workout fees, special servicing fees, operating advisor fees, certificate administrator fees or any other similar fees fees, (b) to the extent late charges and default interest under the Loan Documents paid by Borrower are insufficient to pay the same, interest payable on advances made by Servicer or the trustee with respect to (i) delinquent Debt Service payments or expenses related to curing an Event of Default, payable by Lender to Servicer which may be due and payable under the Servicing Agreement (whether on a periodic or a continuing basistrustee and provided for under any servicing agreement or actual out of pocket reasonable expenses paid by Servicer or a trustee in respect of the protection and preservation of any Property or the Collateral (including, without limitation, payments of Taxes and Insurance Premiums), (ii) as a result of an Event of Default under the Loan, Loan or the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any of the Loan Documentsan enforcement, a refinancing or a restructuring of the credit arrangements provided for under this Agreement the Loan Documents in the nature of a “work-out” of the Loan Documents, Documents or any Bankruptcy Action involving Borrowerinsolvency or bankruptcy of Borrower or (iii) the documentation of a conversion of the Benchmark and any related Conforming Changes, Principal, Guarantor or any of their respective principals or Affiliates, and (c) during the continuance of an Event of Default, the costs of all costs and expenses of any Property property inspections and/or appraisals of the Properties (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more other than one appraisal the cost of regular annual inspections required to be borne by Servicer under any servicing agreement). Additionally, Borrower shall pay the customary and reasonable servicing fees in any twelve months unless an Event of Default exists), and (d) all costs and expenses relating to or arising from connection with any special requests made by Borrower or Guarantor during the term of the Loan including, without limitation, in connection with a prepayment, defeasance, assumption or modification of the Loan.

Servicer. At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or servicer/trustee (any such master servicer, primary servicer, special servicer, and /trustee, together with its agents, nominees or designees, are collectively referred to as “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to the Servicer pursuant to a pooling and servicing agreement, servicing agreement, agreement and/or a special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitation, Borrower shall promptly reimburse Lender on demand be responsible for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account of Basic Carrying Costs), (b) all costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor any reasonable set-up fees or any other similar fees payable by Lender initial costs relating to or arising under the Servicing Agreement; provided, however, that Borrower shall not be responsible for payment of the monthly servicing fee due to Servicer under the Servicing Agreement. Notwithstanding the foregoing, Borrower shall pay (i) any liquidation fees that may be due to Servicer under the Servicing Agreement in connection with the exercise of any or all remedies permitted under this Agreement, (ii) any workout fees or special servicing fees that may be due to Servicer under the Servicing Agreement, which may fees shall be due and payable under the Servicing Agreement (whether by Borrower on a periodic or a continuing basisbasis in accordance with the Servicing Agreement, and (iii) as a result the costs of an Event of Default under the Loan, the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any of the Loan Documents, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (c) all costs and expenses of any Property property inspections and/or appraisals of the Properties and/or Collateral (or any updates to any existing inspection or appraisal) required under the Servicing Agreement or that a Servicer or may otherwise require under the trustee may Servicing Agreement (other than the cost of annual inspections to be required to obtain (but not more than one appraisal in any twelve months unless an borne by Servicer under the Servicing Agreement). Provided no Event of Default exists)is continuing, and (d) all costs and expenses relating Servicer proposes to or arising from any special requests made by Borrower or Guarantor during transfer the term servicing of the Loan includingto a Servicer that is a special servicer based on Servicer’s judgment that a Default in the payment of Debt Service is reasonably foreseeable, without limitation, in connection Servicer shall use good faith efforts to consult with a prepayment, defeasance, assumption or modification Borrower before transferring the servicing of the Loan, except in those instances in which Servicer determines in its sole discretion that the failure to so transfer the servicing of the Loan would materially and adversely affect the holders of the Securities of the Loan or the Mortgage Loan, and Borrower acknowledge and agree that any such consultation shall be conducted on a non-binding basis and any decision by Servicer to transfer the Loan to a special servicer shall be final and binding on, and shall not be subject to challenge by, Borrower.

Servicer. At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as servicer (“Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitationLender shall be responsible for any reasonable set-up fees or any other initial costs relating to or arising under the Servicing Agreement and Borrower shall not be responsible for payment of the regular monthly master servicing fee or trustee fee due to Servicer or the trustee under the Servicing Agreement or any fees or expenses required to be borne by Servicer. Notwithstanding the foregoing, Borrower shall promptly reimburse Lender on demand for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account of Basic Carrying Costs), (b) following: all actual out-of-pocket reasonable costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees, certificate administrator fees or any other similar fees and to the extent charges pursuant to Section 2.3.4 hereof and interest at the Default Rate actually paid by Borrower is insufficient to pay for same, interest payable on advances made by the Servicer or the trustee with respect to (a) delinquent Debt Service payments or expenses of curing Borrower’s defaults under the Loan Documents, payable by Lender to Servicer which may be due or a trustee and payable provided for under the Servicing Agreement (whether on a periodic or actual out-of-pocket reasonable expenses paid by Servicer or a continuing basistrustee in respect of the protection and preservation of the Properties (including, without limitation, payments of Taxes and Insurance Premiums), (b) as a result of an Event of Default under the Loan, Loan or the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any of the Loan Documentsan enforcement, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, Documents or of any Bankruptcy Action involving Borrower, Principal, Guarantor insolvency or bankruptcy proceeding of any of their respective principals Borrower or Affiliates, (c) the costs of all costs and expenses of any Property property inspections and/or appraisals of the Properties (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more other than one appraisal the cost of regular annual inspections required to be borne by Servicer under the Servicing Agreement). Additionally, Borrower shall pay the customary and reasonable servicing fees in any twelve months unless an Event of Default exists), and (d) all costs and expenses relating to or arising from connection with any special requests made by Borrower or Guarantor during the term of the Loan including, without limitation, in connection with a prepayment, defeasance, assumption or modification of the Loan. Lender shall grant or deny with a reasonable explanation any consent required hereunder within fifteen (15) day period (or such shorter period as provided in this Agreement) after the receipt of the applicable request and all documents in connection therewith. In the event that Lender fails to respond within said fifteen (15) day period (or such shorter period as provided in this Agreement), such failure shall be deemed to be the consent and approval of Lender if (A) Borrower has delivered to Lender the applicable documents, with the notation “IMMEDIATE RESPONSE REQUIRED, FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN FIFTEEN (15) DAYS (OR SUCH SHORTER PERIOD AS PROVIDE IN THIS AGREEMENT) FROM RECEIPT SHALL BE DEEMED TO BE LENDER’S APPROVAL” prominently displayed in bold, all caps and fourteen (14) point or larger font in the transmittal letter requesting approval and (B) Lender does not approve or reject (with a reasonable explanation) the applicable request within fifteen (15) days (or such shorter period as provided in this Agreement) from the date Lender receives such request as evidenced by a certified mail return receipt or confirmation by a reputable national overnight delivery service that the same has been delivered.

Servicer. (a) At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, servicer and trustee, together with its agents, nominees designees or designeesnominees, are collectively referred to as collectively, “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to the Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or and/or other agreement providing for the servicing of one (1) or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitationBorrower shall not be responsible for payment of any set-up fees and other initial costs relating to or arising under the Servicing Agreement or for payment of a scheduled monthly servicing fee; provided, however, Borrower shall promptly reimburse Lender on demand for pay (ai) interest payable on advances made by any fees and expenses of Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account attorneys’ fees and disbursements) in connection with any release of Basic Carrying Costs)the Properties, (b) all costs and expensesany prepayment, liquidation feesdefeasance, workout feesassumption, amendment or modification of the Loan, any documents or other matters requested by Borrower or Guarantors, special servicing fees, operating advisor fees or any other similar fees payable by Lender to Servicer which may be due and payable under the Servicing Agreement (whether on a periodic or a continuing basis) as a result workout of an Event of Default under the Loan, the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any enforcement of the Loan Documents, a refinancing including, without limitation, any liquidation fees in connection with the exercise of any or a restructuring of the credit arrangements provided all remedies permitted under this Agreement in so long as such fees and expenses are reasonable and 84 commensurate with charges imposed by the nature of a “work-out” of Servicer for similar actions with respect to loans similar to the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any and (ii) the reasonable costs of their respective principals or Affiliates, (c) all costs and expenses of any Property property inspections and/or appraisals of the Properties (or any updates to any existing inspection or appraisal) required under the Servicing Agreement or that a Servicer or may otherwise require under the trustee may be Servicing Agreement (other than the cost of regular annual inspections required to obtain (but not more than one appraisal in any twelve months unless an Event be borne by Servicer under the Servicing Agreement) to the extent required under the terms of Default exists)the Loan Documents. Without limiting the generality of the foregoing, and (d) all Servicer shall be entitled to reimbursement of costs and expenses relating as and to or arising from any special requests made by Borrower or Guarantor during the term same extent (but without duplication) as Lender is entitled thereto pursuant to the terms of the Loan includingDocuments. (b) Upon notice thereof from Lender, without limitationServicer shall have the right to exercise all rights of Lender and enforce all obligations of Borrower and Guarantors under the Loan Documents. (c) Provided Borrower shall have received notice from Lender of Servicer’s address, Borrower shall deliver, and cause to be delivered, to Servicer duplicate originals of all notices and other documents and instruments which Borrower and/or Guarantors deliver to Lender pursuant to the Loan Documents. No delivery of any such notices or other documents shall be of any force or effect unless delivered to Lender and Servicer as provided in connection with a prepayment, defeasance, assumption or modification of the Loanthis Section 11.24(c).

Servicer. (a) At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, servicer and trustee, together with its agents, nominees designees or designeesnominees, are collectively referred to as collectively, “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to the Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or and/or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitationBorrowers shall be responsible for any reasonable set-up fees and any other initial costs relating to or arising under the Servicing Agreement; provided, Borrower however, that Borrowers shall promptly reimburse Lender on demand not be responsible for payment of scheduled monthly servicing fees due to Servicer under the Servicing Agreement. In addition, Borrowers shall pay (ai) interest payable on advances made by any reasonable fees and expenses of Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account reasonable attorneys’ fees and disbursements) in connection with any release of Basic Carrying Costs), (b) all costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees payable by Lender to Servicer which may be due and payable under the Servicing Agreement (whether on a periodic Property or a continuing basis) as a result portion thereof, any prepayment, defeasance, transfer, assumption, amendment or modification of an Event of Default under the Loan, the Loan becoming specially servicedany documents or other matters requested by Borrowers or Guarantor, the commencement any special servicing or continuance workout of any enforcement action of any kind with respect to the Loan or any enforcement of the Loan Documents, a refinancing including, without limitation, any advances made by Servicer and interest on such advances, any liquidation fees in connection with the exercise of any or a restructuring of the credit arrangements provided all remedies permitted under this Agreement in and (ii) the nature costs of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (c) all costs and expenses of any Property property inspections and/or appraisals of the Property (or any updates to any existing inspection or appraisal) that a Servicer or the trustee may be required to obtain (but other than the cost of regular annual inspections required to be borne by Servicer under the Servicing Agreement); provided, however, that Borrowers shall not more than one appraisal in be responsible for payment of any twelve months unless an Event of Default exists)fees or expenses required to be borne by, and (d) all not reimbursable to, Servicer. Without limiting the generality of the foregoing, Servicer shall be entitled to reimbursement of costs and expenses relating as and to or arising from any special requests made by Borrower or Guarantor during the term same extent (but without duplication) as Lender is entitled thereto pursuant to the terms of the Loan includingDocuments. (b) Upon notice thereof from Lender, without limitationServicer shall have the right to exercise all rights of Lender and enforce all obligations of Borrowers and Guarantor under the Loan Documents. (c) Provided Borrowers shall have received notice from Lender of Servicer’s address, Borrowers shall deliver, and cause to be delivered, to Servicer duplicate originals of all EAST\87098743.3 notices and other documents and instruments which Borrowers and/or Guarantor deliver to Lender pursuant to the Loan Documents. No delivery of any such notices or other documents shall be of any force or effect unless delivered to Lender and Servicer as provided in connection with a prepayment, defeasance, assumption or modification of the Loanthis Section 11.24(c).

Servicer. (a) At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, servicer and trustee, together with its agents, nominees designees or designeesnominees, are collectively referred to as collectively, “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to the Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or and/or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitation, Borrower shall promptly reimburse Lender on demand for pay a scheduled monthly servicing fee of $1,400.00 per month, as well as (ai) interest payable on advances made by any fees and expenses of Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account attorneys' fees and disbursements) in connection with any release of Basic Carrying Costs), (b) all costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees payable by Lender to Servicer which may be due and payable under the Servicing Agreement (whether on a periodic Property or a continuing basis) as a result portion thereof, any prepayment, defeasance, transfer, assumption, amendment or modification of an Event of Default under the Loan, the Loan becoming specially servicedany documents or other matters requested by Borrower or any Guarantor, the commencement any special servicing or continuance workout of any enforcement action of any kind with respect to the Loan or any enforcement of the Loan Documents, a refinancing including, without limitation, any advances made by Servicer and interest on such advances, any liquidation fees in connection with the exercise of any or a restructuring of the credit arrangements provided all remedies permitted under this Agreement in and (ii) the nature costs of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (c) all costs and expenses of any Property property inspections and/or appraisals of the Property (or any updates to any existing inspection or appraisal) that a Servicer or the trustee may be required to obtain (but other than the cost of regular annual inspections required to be borne by Servicer under the Servicing Agreement); provided, however, that Borrower shall not more than one appraisal in be responsible for payment of any twelve months unless an Event of Default exists)fees or expenses required to be borne by, and not reimbursable to, Servicer. Without limiting the generality of the foregoing, Servicer shall be entitled to reimbursement of costs and expenses as and to the same extent (but without duplication) as Lender is entitled thereto pursuant to the terms of the Loan Documents. (b) Upon notice thereof from Lender, Servicer shall have the right to exercise all rights of Xxxxxx and enforce all obligations of Borrower and any Guarantor under the Loan Documents. (c) Provided Borrower shall have received notice from Lender of Servicer's address, Borrower shall deliver, and cause to be delivered, to Servicer duplicate originals of all notices and other documents and instruments which Borrower and/or any Guarantor deliver to Lender pursuant to the Loan Documents. No delivery of any such notices or other documents shall be of any force or effect unless delivered to Lender and Servicer as provided in this Section 9.4(c). (d) all costs The parties acknowledge that an affiliate of the initially-named Lender may, in such affiliate’s sole and expenses relating absolute discretion, charge a transaction advisory fee of up to or arising from any special requests made by Borrower or Guarantor during twenty-five (25) basis points on the term outstanding principal balance of the Loan including, without limitation(to be paid directly to such affiliate by Servicer) unless such affiliate elects, in connection with a prepaymentits sole and absolute discretion, defeasanceto waive such fee; provided, assumption however, that notwithstanding the foregoing or modification anything else to the contrary contained in this Agreement or in any of the Loanother Loan Documents, (i) in no event shall any such fee be deemed to be owed by Borrower, or in any way increase any obligations of Borrower hereunder or under any of the other Loan Documents and (ii) in no event shall any waiver of such fee be deemed to benefit Borrower, or in any way decrease or modify any of Borrower’s obligations hereunder or under any of the other Loan Documents.

Servicer. At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, /special servicer/trustee selected by Lender (collectively, and trustee, together with its agents, nominees or designees, are collectively referred to as the “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to such Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and such Servicer. Without limitationlimitation of any other provision contained herein, Lender shall be responsible for the set-up costs and other initial costs relating to or arising under the applicable servicing agreement with Servicer and Borrower shall not be responsible for the payment of the regular monthly master servicing fee or any other fees and expenses of the Servicer under the servicing agreement. Notwithstanding the foregoing, Borrower shall promptly reimburse Lender on demand for (a) all actual out-of-pocket reasonable costs and expenses incurred for enforcement of the Loan, liquidation fees, workout fees, special servicing fees, operating advisor fees, certificate administrator fees or any other similar fees, (b) to the extent late charges and default interest under the Loan Documents paid by Borrower are insufficient to pay the same, interest payable on advances made by Servicer or the trustee with respect to (i) delinquent debt service Debt Service payments or expenses related to curing an Event of Default, payable by Lender to Servicer or a trustee and provided for under any servicing agreement or actual out of pocket reasonable expenses paid by Servicer or a trustee in respect of the protection and preservation of any Property (including, without limitation, payments of Taxes and Insurance Premiums), (ii) as a result of an Event of Default under the Loan or the Loan becoming specially serviced, an enforcement, refinancing or restructuring of the credit arrangements provided for under the Loan Documents in the nature of a “work-out” of the Loan Documents or any insolvency or bankruptcy of Borrower or (iii) the documentation of a conversion of the Benchmark and any related Conforming Changes, and (c) during the continuance of an Event of Default, the costs of all property inspections and/or appraisals of the Properties (or any updates to any existing inspection or appraisal) that Servicer may be required to obtain (other than the cost of regular annual inspections required to be borne by Servicer under any servicing agreement). Additionally, Borrower shall pay the customary and reasonable servicing fees in connection with any special requests made by Borrower during the term of the Loan. Notwithstanding anything to the contrary contained herein, the annual special servicing fees shall not exceed 0.15% of the Loan, work-out fees shall not exceed 0.25% of each collection of interest and principal of the Loan, and liquidation fees shall not exceed 0.25% of liquidation proceeds (and in each case, such fees shall only be payable to the extent that interest at the Default Rate under the Loan Documents actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account of Basic Carrying Costs), (b) all costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees payable by Lender to Servicer which may be due and payable under the Servicing Agreement (whether on a periodic or a continuing basis) as a result of an Event of Default under the Loan, the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any of the Loan Documents, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (c) all costs and expenses of any Property inspections and/or appraisals (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more than one appraisal in any twelve months unless an Event of Default exists), and (d) all costs and expenses relating to or arising from any special requests made by Borrower or Guarantor during the term of the Loan including, without limitation, in connection with a prepayment, defeasance, assumption or modification of the Loan.

Servicer. At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or or trustee (any such master servicer, primary servicer, special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender 102 and Servicer. Without limitationBorrower shall be responsible for any set up fees or any other initial costs relating to or arising under the Servicing Agreement, but Borrower shall not be responsible for payment of the regular monthly master servicing fee or trustee fee due to Servicer under the Servicing Agreement or any fees or expenses required to be borne by, and not reimbursable to, Servicer. Notwithstanding the foregoing, Borrower shall promptly reimburse Lender on demand for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account of Basic Carrying Costs), (b) all following costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees expenses payable by Lender to Servicer as a result of the Loan becoming specially serviced: (i) any liquidation fees that are due and payable to Servicer under the Servicing Agreement in connection with the exercise of any or all remedies permitted under this Agreement, (ii) any workout fees and special servicing fees that are due and payable to Servicer under the Servicing Agreement, which fees may be due and payable under the Servicing Agreement (whether on a periodic or a continuing basis) , and which may be payable to a special servicer, in an amount as a result great as one percent of an Event the outstanding principal balance of Default under the Loan, the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any upon return of the Loan Documentsby the special servicer to the master servicer, a refinancing and (iii) the costs of all amounts owed to any third-party contractor in connection with the Servicer obtaining any third-party report, including any property inspections or a restructuring appraisals of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (c) all costs and expenses of any Property inspections and/or appraisals Properties (or any updates to any existing inspection or appraisal) that Servicer determines to obtain or the trustee may be required to obtain (but not more other than one appraisal in any twelve months unless an Event the cost of Default existsregular annual inspections required to be borne by Servicer under the Servicing Agreement), and (d) all costs and expenses relating to or arising from any special requests made by Borrower or Guarantor during the term of the Loan including, without limitation, in connection with a prepayment, defeasance, assumption or modification of the Loan.