Common use of Servicing and Administration of the Mortgage Loans Clause in Contracts

Servicing and Administration of the Mortgage Loans. (a) Each of the Master Servicer and the Special Servicer shall service and administer the Mortgage Loans that it is obligated to service and administer pursuant to this Agreement on behalf of the Trustee and in the best interests of and for the benefit of the Certificateholders (as determined by the Master Servicer or the Special Servicer, as the case may be, in its good faith and reasonable judgment), in accordance with applicable law, the terms of this Agreement and the terms of the respective Mortgage Loans and, to the extent consistent with the foregoing, further as follows: (i) with the same care, skill and diligence as is normal and usual in its general mortgage servicing and REO property management activities on behalf of third parties or on behalf of itself, whichever is higher, with respect to mortgage loans and REO properties that are comparable to those for which it is responsible hereunder; (ii) with a view to the timely collection of all scheduled payments of principal and interest under the Mortgage Loans or, if a Mortgage Loan comes into and continues in default and if, in the good faith and reasonable judgment of the Special Servicer, no satisfactory arrangements can be made for the collection of the delinquent payments, the maximization of the recovery on such Mortgage Loan to the Certificateholders (as a collective whole) on a present value basis (the relevant discounting of anticipated collections that will be distributable to Certificateholders to be performed at the related Net Mortgage Rate); and (iii) without regard to (A) any relationship that the Master Servicer or the Special Servicer, as the case may be, or any Affiliate thereof may have with the related Mortgagor, (B) the ownership of any Certificate by the Master Servicer or the Special Servicer, as the case may be, or by any Affiliate thereof, (C) the Master Servicer's obligation to make Advances, (D) the Special Servicer's obligation to make (or to direct the Master Servicer to make) Servicing Advances, (E) the right of the Master Servicer (or any Affiliate thereof) or the Special Servicer (or any Affiliate thereof), as the case may be, to receive reimbursement of costs, or the sufficiency of any compensation payable to it, hereunder or with respect to any particular transaction and (F) the obligation of GMACCM, as a Mortgage Loan Seller, to repurchase Mortgage Loans pursuant to Section 6(b) of the Mortgage Loan Purchase Agreement or Section 4(b) of each Supplemental Agreement (the conditions set forth in the immediately foregoing clauses (i), (ii) and (iii), the "Servicing Standard"). Without limiting the generality of the foregoing, each of the Master Servicer and the Special Servicer, in its own name, in connection with its servicing and administrative duties hereunder is hereby authorized and empowered by the Trustee to exercise efforts consistent with the foregoing standard and to execute and deliver, on behalf of the Certificateholders and the Trustee or any of them, any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien created by any Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and related collateral; subject to Section 3.20, any and all modifications, waivers, amendments or consents to or with respect to any documents contained in the related Mortgage File; and any and all instruments of satisfaction or cancellation, or of full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans and the Mortgaged Properties. Each of the Master Servicer and the Special Servicer is also authorized to approve a request by a Mortgagor under a Mortgage Loan that it is obligated to service and administer pursuant to this Agreement, for an easement, consent to alteration or demolition, and for other similar matters, provided that the Master Servicer or the Special Servicer, as the case may be, determines, exercising its good faith business judgment and in accordance with the Servicing Standard, that such approval will not affect the security for, or the timely and full collectability of, the related Mortgage Loan. Subject to Section 3.10, the Trustee shall furnish, or cause to be furnished, to the Master Servicer and the Special Servicer any powers of attorney and other documents necessary or appropriate to enable the Master Servicer or the Special Servicer, as the case may be, to carry out its servicing and administrative duties hereunder; provided, however, that the Trustee shall not be held liable, and shall be indemnified by the Master Servicer or the Special Servicer, as applicable, for any negligence with respect to, or misuse of, any such power of attorney by the Master Servicer or the Special Servicer, as the case may be; and further provided that neither the Master Servicer nor the Special Servicer, without the Trustee's written consent, shall initiate any action in the Trustee's name without indicating its representative capacity or cause the Trustee to be registered to do business in any state. (b) Subject to Section 3.01(a), the Master Servicer and the Special Servicer each shall have full power and authority, acting alone or, subject to Section 3.22, through Sub-Servicers, to do or cause to be done any and all things in connection with such servicing and administration which it may deem necessary or desirable. (c) The relationship of the Master Servicer and the Special Servicer to the Trustee and, unless the same Person acts in both capacities, to each other under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent. Unless the same Person acts in both capacities, the Master Servicer shall have no responsibility for the performance by the Special Servicer of its duties under this Agreement, and the Special Servicer shall have no responsibility for the performance of the Master Servicer under this Agreement. (d) Subject to Section 3.01(a), each of the Master Servicer and Special Servicer shall service and administer each Mortgage Loan that is a Cross-Collateralized Mortgage Loan as a single Mortgage Loan as and when it deems such treatment necessary and appropriate.

Servicing and Administration of the Mortgage Loans. (a) Each of the Master Servicer and the Special Servicer shall service and administer the Mortgage Loans that it is obligated to service and administer pursuant to this Agreement on behalf of the Trustee and in the best interests of and for the benefit of the Certificateholders (as determined by the Master Servicer or the Special Servicer, as the case may be, in its good faith and reasonable judgment), in accordance with applicable law, the terms of this Agreement and the terms of the respective Mortgage Loans and, to the extent consistent with the foregoing, further as follows: (i) with the same care, skill and diligence as is normal and usual in its general mortgage servicing and REO property management activities on behalf of third parties or on behalf of itself, whichever is higher, with respect to mortgage loans and REO properties that are comparable to those for which it is responsible hereunder; (ii) with a view to the timely collection of all scheduled payments of principal and interest under the Mortgage Loans or, if a Mortgage Loan comes into and continues in default and if, in the good faith and reasonable judgment of the Special Servicer, no satisfactory arrangements can be made for the collection of the delinquent payments, the maximization of the recovery on such Mortgage Loan to the Certificateholders (as a collective whole) on a present value basis (the relevant discounting of anticipated collections that will be distributable to Certificateholders to be performed at the related Net Mortgage Rate); and (iii) without regard to (A) any relationship that the Master Servicer or the Special Servicer, as the case may be, or any Affiliate thereof may have with the related Mortgagor, (B) the ownership of any Certificate by the Master Servicer or the Special Servicer, as the case may be, or by any Affiliate thereof, (C) the Master Servicer's obligation to make Advances, (D) the Special Servicer's obligation to make (or to direct the Master Servicer to make) Servicing Advances, (E) the right of the Master Servicer (or any Affiliate thereof) or the Special Servicer (or any Affiliate thereof), as the case may be, to receive reimbursement of costs, or the sufficiency of any compensation payable to it, hereunder or with respect to any particular transaction and (F) the obligation of GMACCM, as a Mortgage Loan Seller, to repurchase Mortgage Loans pursuant to Section 6(b) of the Mortgage Loan Purchase Agreement or Section 4(b) of each either Supplemental Agreement (the conditions set forth in the immediately foregoing clauses (i), (ii) and (iii), the "Servicing Standard"). Without limiting the generality of the foregoing, each of the Master Servicer and the Special Servicer, in its own name, in connection with its servicing and administrative duties hereunder is hereby authorized and empowered by the Trustee to exercise efforts consistent with the foregoing standard and to execute and deliver, on behalf of the Certificateholders and the Trustee or any of them, any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien created by any Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and related collateral; subject to Section 3.20, any and all modifications, waivers, amendments or consents to or with respect to any documents contained in the related Mortgage File; and any and all instruments of satisfaction or cancellation, or of full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans and the Mortgaged Properties. Each of the Master Servicer and the Special Servicer is also authorized to approve a request by a Mortgagor under a Mortgage Loan that it is obligated to service and administer pursuant to this Agreement, for an easement, consent to alteration or demolition, and for other similar matters, provided that the Master Servicer or the Special Servicer, as the case may be, determines, exercising its good faith business judgment and in accordance with the Servicing Standard, that such approval will not affect the security for, or the timely and full collectability of, the related Mortgage Loan. Subject to Section 3.10, the Trustee shall furnish, or cause to be furnished, to the Master Servicer and the Special Servicer any powers of attorney and other documents necessary or appropriate to enable the Master Servicer or the Special Servicer, as the case may be, to carry out its servicing and administrative duties hereunder; provided, however, that the Trustee shall not be held liable, and shall be indemnified by the Master Servicer or the Special Servicer, as applicable, for any negligence with respect to, or misuse of, any such power of attorney by the Master Servicer or the Special Servicer, as the case may be; and further provided that neither the Master Servicer nor the Special Servicer, without the Trustee's written consent, shall initiate any action in the Trustee's name without indicating its representative capacity or cause the Trustee to be registered to do business in any state. (b) Subject to Section 3.01(a), the Master Servicer and the Special Servicer each shall have full power and authority, acting alone or, subject to Section 3.22, through Sub-Servicers, to do or cause to be done any and all things in connection with such servicing and administration which it may deem necessary or desirable. (c) The relationship of the Master Servicer and the Special Servicer to the Trustee and, unless the same Person acts in both capacities, to each other under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent. Unless the same Person acts in both capacities, the Master Servicer shall have no responsibility for the performance by the Special Servicer of its duties under this Agreement, and the Special Servicer shall have no responsibility for the performance of the Master Servicer under this Agreement. (d) Subject to Section 3.01(a), each of the Master Servicer and Special Servicer shall service and administer each Mortgage Loan that is a Cross-Collateralized Mortgage Loan as a single Mortgage Loan as and when it deems such treatment necessary and appropriate.

Servicing and Administration of the Mortgage Loans. (a) Each of the Master Servicer and the Special Servicer shall service and administer the Mortgage Loans (excluding the Non-Serviced Mortgage Loans) and the Serviced Whole Loans that it is obligated to service and administer pursuant to this Agreement on behalf of the Trustee and in the best interests of and for the benefit of the Certificateholders and, with respect to the Serviced Whole Loans, on behalf of the Certificateholders and each related Serviced B Note Holder (as a collective whole) (as determined by the Master Servicer or the Special Servicer, as the case may be, in its good faith and reasonable judgment), in accordance with applicable law, the terms of this Agreement and the terms of the respective related Mortgage Loans and Serviced B Notes, respectively, and, to the extent consistent with the foregoing, further as follows: (i) with the same care, skill and diligence as is normal and usual in its general mortgage servicing and REO property management activities on behalf of third parties (giving, in the case of any master servicer or special servicer other than GMACCM, due consideration to customary and usual standards of practice of prudent institutional commercial mortgage loan servicer) or on behalf of itself, whichever is higher, with respect to mortgage loans and REO properties that are comparable to those for which it is responsible hereunder; (ii) with a view to the timely collection of all scheduled payments of principal and interest under the Mortgage Loans and Serviced Whole Loans or, if a Mortgage Loan or Serviced Whole Loan comes into and continues in default and if, in the good faith and reasonable judgment of the Special Servicer, no satisfactory arrangements can be made for the collection of the delinquent payments, the maximization of the recovery on such Mortgage Loan to the Certificateholders (as a collective whole) and, with respect to the Serviced Whole Loans, the maximization of the recovery on the Serviced Whole Loans, to the Certificateholders and Serviced B Note Holders (as a collective whole), on a present value basis (the relevant discounting of anticipated collections that will be distributable to Certificateholders or Serviced B Note Holders, as applicable, to be performed at the related Net Mortgage Rate); and (iii) without regard to (A) any relationship that the Master Servicer or the Special Servicer, as the case may be, or any Affiliate thereof may have with the related Mortgagor, (B) the ownership of any Certificate Certificate, any B Note, any Non-Serviced Companion Loan or any Non-Serviced Companion Loan Security by the Master Servicer or the Special Servicer, as the case may be, or by any Affiliate thereof, (C) the Master Servicer's obligation to make Advances, (D) the Special Servicer's obligation to make (or to direct the Master Servicer to make) make Servicing Advances, (E) the right of the Master Servicer (or any Affiliate thereof) or the Special Servicer (or any Affiliate thereof), as the case may be, to receive reimbursement of costs, or the sufficiency of any compensation payable to it, hereunder or with respect to any particular transaction and (F) the obligation of GMACCM, as a Mortgage Loan Seller, GMACCM to repurchase Mortgage Loans pursuant to Section 6(b) 6 of the GMACCM Mortgage Loan Purchase Agreement or Section 4(b) of each Supplemental Agreement (the conditions set forth in the immediately foregoing clauses (i), (ii) and (iii), the "Servicing Standard"). Without limiting the generality of the foregoing, each of the Master Servicer and the Special Servicer, in its own name, in connection with its servicing and administrative duties hereunder is hereby authorized and empowered by the Trustee Trustee, to exercise efforts consistent with the foregoing standard and to execute and deliver, on behalf of the Certificateholders Certificateholders, the Serviced B Note Holders and the Trustee or any of them, any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien created by any Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and related collateral; subject to Section 3.203.21, any and all modifications, waivers, amendments or consents to or with respect to any documents contained in the related Mortgage File; and any and all instruments of satisfaction or cancellation, or of full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans, the Serviced Whole Loans and the Mortgaged Properties. Each of the Master Servicer and the Special Servicer is also authorized to approve a request by a Mortgagor under a Mortgage Loan or Serviced Whole Loan that it is obligated to service and administer pursuant to this Agreement, for an easement, consent to alteration or demolition, and for other similar matters; provided, provided that the Master Servicer or the Special Servicer, as the case may be, determines, exercising its good faith business judgment and in accordance with the Servicing Standard, that such approval will not affect the security for, or the timely and full collectability collectibility of, the related Mortgage Loan or Serviced Whole Loan. Subject to Section 3.10, the Trustee shall furnish, or cause to be furnished, to the Master Servicer and the Special Servicer any powers of attorney and other documents necessary or appropriate to enable the Master Servicer or the Special Servicer, as the case may be, to carry out its servicing and administrative duties hereunder; provided, however, that the Trustee shall not be held liable, and shall be indemnified by the Master Servicer or the Special Servicer, as applicable, for any negligence with respect to, or willful misuse of, any such power of attorney by the Master Servicer or the Special Servicer, as the case may be; and further provided provided, further, that neither the Master Servicer nor the Special Servicer, without the written consent of the Trustee's written consent, shall initiate any action in the Trustee's name of the Trustee without indicating its representative capacity or take any action with the intent to, and which actually does, cause the Trustee to be registered to do business in any state.. 125 (b) Subject to Section 3.01(a) and Section 3.24(f) (taking account of Section 3.24(g)), the Master Servicer and the Special Servicer each shall have full power and authority, acting alone or, subject to Section 3.223.23, through Sub-Servicers, to do or cause to be done any and all things in connection with such servicing and administration which it may deem necessary or desirable. (c) The relationship of the Master Servicer and the Special Servicer to the Trustee and, unless the same Person acts in both multiple capacities, to each other under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent. Unless the same Person acts in both capacities, the Master Servicer shall have no responsibility for the performance by the Special Servicer of its duties under this Agreement, and the Special Servicer shall have no responsibility for the performance of the Master Servicer under this Agreement. (d) Subject to Section 3.01(a), each of the Master Servicer and Special Servicer shall service and administer each Mortgage Loan that is a Cross-Collateralized Mortgage Loan as a single Mortgage Loan in each case as and when it deems such treatment necessary and appropriate. (e) The parties hereto acknowledge the following: (i) The Windsor Hospitality Portfolio Whole Loan is subject to the terms and conditions of the Windsor Hospitality Portfolio Co-Lender Agreement. With respect to the Windsor Hospitality Portfolio Whole Loan, the Trustee, the Fiscal Agent, the Master Servicer and the Special Servicer recognize the respective rights and obligations of the Trust and the Windsor Hospitality Portfolio B Note Holder under the Windsor Hospitality Portfolio Co-Lender Agreement, including, with respect to the allocation of collections on or in respect of the Windsor Hospitality Portfolio Whole Loan in accordance with Sections 3 and 4 of the Windsor Hospitality Portfolio Co-Lender Agreement. The Master Servicer shall comply with the applicable provisions of the Windsor Hospitality Portfolio Co-Lender Agreement, and if the Windsor Hospitality Portfolio Whole Loan is then being specially serviced, the Special Servicer shall comply with the applicable provisions of the Windsor Hospitality Portfolio Co-Lender Agreement, including, in each case, the provisions of Sections 5 and 25 thereof. (ii) The San Marcos Apartments Whole Loan is subject to the terms and conditions of the San Marcos Apartments Co-Lender Agreement. With respect to the San Marcos Apartments Whole Loan, the Trustee, the Fiscal Agent, the Master Servicer and the Special Servicer recognize the respective rights and obligations of the Trust and the San Marcos Apartments B Note Holder under the San Marcos Apartments Co-Lender Agreement, including, with respect to the allocation of collections on or in respect of the San Marcos Apartments Whole Loan in accordance with Sections 3, 4 and 6 of the San Marcos Apartments Co-Lender Agreement. The Master Servicer shall comply with the applicable provisions of the San Marcos Apartments Co-Lender Agreement, and if the San Marcos Apartments Whole Loan is then being specially serviced, the Special Servicer shall comply with the applicable provisions of the San Marcos Apartments Co-Lender Agreement, including, in each case, the provisions of Sections 5 and 19 thereof. (iii) The College Station Apartments Whole Loan is subject to the terms and conditions of the College Station Apartments Co-Lender Agreement. With respect to the College Station Apartments Whole Loan, the Trustee, the Fiscal Agent, the Master Servicer and the Special Servicer recognize the respective rights and obligations of the Trust and the College Station Apartments B Note Holder under the College Station Apartments Co-Lender Agreement, including, with respect to the allocation of collections on or in respect of the College Station Apartments Whole Loan in accordance with Sections 3, 4 and 6 of the College Station Apartments Co-Lender Agreement. The Master Servicer shall comply with the applicable provisions of the College Station Apartments Co-Lender Agreement, and if the College Station Apartments Whole Loan is then being specially serviced, the Special Servicer shall comply with the applicable provisions of the College Station Apartments Co-Lender Agreement, including, in each case, the provisions of Sections 5 and 19 thereof. (f) Notwithstanding the foregoing provisions of this Section 3.01, the General Motors Building Mortgage Loan shall be serviced and administered by the COMM 2005-LP5 Master Servicer and the COMM 2005-LP5 Special Servicer pursuant to the COMM 2005-LP5 Pooling and Servicing Agreement, the General Motors Building Intercreditor Agreement and the General Motors Building Agreement Among Noteholders, except as otherwise specifically provided in this Agreement. If the General Motors Building Companion Loans and the General Motors Building B Notes that are assets of the trust created by the COMM 2005-LP5 Pooling and Servicing Agreement and the related mortgaged property are removed from the mortgage loan pool created under the COMM 2005-LP5 Pooling and Servicing Agreement, the servicing of the General Motors Building Mortgage Loan shall be transferred, pursuant to the General Motors Building Intercreditor Agreement, and shall be serviced and administered by a successor servicing agreement, which, subject to the General Motors Building Intercreditor Agreements, shall have similar provisions to the COMM 2005-LP5 Pooling and Servicing Agreement; provided that in such event Rating Agency Confirmation shall be obtained by the Master Servicer. (g) Notwithstanding the foregoing provisions of this Section 3.01, the 000 Xxxx 00xx Xxxxxx Mortgage Loan shall be serviced and administered by the GE 2005-C2 Master Servicer and the GE 2005-C2 Special Servicer pursuant to the GE 2005-C2 Pooling and Servicing Agreement and the 000 Xxxx 00xx Xxxxxx Intercreditor Agreement, except as otherwise specifically provided in this Agreement. If the 000 Xxxx 00xx Xxxxxx Companion Loans that are assets of the trust created by the GE 2005-C2 Pooling and Servicing Agreement and the related mortgaged property are removed from the mortgage loan pool created under the GE 2005-C2 Pooling and Servicing Agreement, the servicing of the 000 Xxxx 00xx Xxxxxx Mortgage Loan shall be transferred, pursuant to the 000 Xxxx 00xx Xxxxxx Intercreditor Agreement, and shall be serviced and administered by a successor servicing agreement, which, subject to the 000 Xxxx 00xx Xxxxxx Intercreditor Agreement, shall have similar provisions to the GE 2005-C2 Pooling and Servicing Agreement; provided that in such event Rating Agency Confirmation shall be obtained by the Master Servicer. (h) Notwithstanding the foregoing provisions of this Section 3.01, the Loews Miami Beach Mortgage Loan shall be serviced and administered by the COMM 2005-LP5 Master Servicer and the COMM 2005-LP5 Special Servicer pursuant to the COMM 2005-LP5 Pooling and Servicing Agreement and the Loews Miami Beach Intercreditor Agreement, except as otherwise specifically provided in this Agreement. If the Loews Miami Beach Companion Loans that are assets of the trust created by the COMM 2005-LP5 Pooling and Servicing Agreement and the related mortgaged property are removed from the mortgage loan pool created under the COMM 2005-LP5 Pooling and Servicing Agreement, the servicing of the Loews Miami Beach Mortgage Loan shall be transferred, pursuant to the Loews Miami Beach Intercreditor Agreement, and shall be serviced and administered by a successor servicing agreement, which, subject to the Loews Miami Beach Intercreditor Agreement, shall have similar provisions to the COMM 2005-LP5 Pooling and Servicing Agreement; provided that in such event Rating Agency Confirmation shall be obtained by the Master Servicer. (i) Notwithstanding the foregoing provisions of this Section 3.01, the Wellpoint Office Tower Mortgage Loan shall be serviced and administered by the COMM 2005-LP5 Master Servicer and the COMM 2005-LP5 Special Servicer pursuant to the COMM 2005-LP5 Pooling and Servicing Agreement and the Wellpoint Office Tower Intercreditor Agreement, except as otherwise specifically provided in this Agreement. If the Wellpoint Office Tower Companion Loans that are assets of the trust created by the COMM 2005-LP5 Pooling and Servicing Agreement and the related mortgaged property are removed from the mortgage loan pool created under the COMM 2005-LP5 Pooling and Servicing Agreement, the servicing of the Wellpoint Office Tower Mortgage Loan shall be transferred, pursuant to the Wellpoint Office Tower Intercreditor Agreement, and shall be serviced and administered by a successor servicing agreement, which, subject to the Wellpoint Office Tower Intercreditor Agreement, shall have similar provisions to the COMM 2005-LP5 Pooling and Servicing Agreement; provided that in such event Rating Agency Confirmation shall be obtained by the Master Servicer. (j) Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that (i) the Special Servicer has no obligations or responsibilities hereunder with respect to the Non-Serviced Mortgage Loans and (ii) the Master Servicer's obligations and responsibilities hereunder and the Master Servicer's authority with respect to the Non-Serviced Mortgage Loans are limited by, and subject to, the terms of the related Intercreditor Agreements and, in the case of the General Motors Building Mortgage Loan, the General Motors Building Agreement Among Noteholders and the rights of the related Other Servicers and the Other Special Servicers under the related Other Pooling and Servicing Agreements. The Trustee, solely in its capacity as Trustee on behalf of the Trust Fund and on behalf of the Certificateholders, hereby assumes the obligations of the holder of each Non-Serviced Mortgage Loan under the related Intercreditor Agreements and, in the case of the General Motors Building Mortgage Loan, the General Motors Building Agreement Among Noteholders; provided that the Master Servicer, on behalf of the Trustee, will perform any applicable obligations set forth therein.

Servicing and Administration of the Mortgage Loans. (a) Each of the Master Servicer and the Special Servicer shall service and administer the Mortgage Loans that it is obligated to service and administer pursuant to this Agreement on behalf of the Trustee and in the best interests of and for the benefit of the Certificateholders (as determined by the Master Servicer or the Special Servicer, as the case may be, in its good faith and reasonable judgment), in accordance with applicable law, the terms of this Agreement and the terms of the respective Mortgage Loans and, to the extent consistent with the foregoing, further as follows: (i) with the same care, skill and diligence as is normal and usual in its general mortgage servicing and REO property management activities on behalf of third parties or on behalf of itself, whichever is higher, with respect to mortgage loans and REO properties that are comparable to those for which it is responsible hereunderthe Mortgage Loans; (ii) with a view to the timely collection of all scheduled payments of principal and interest under the Mortgage Loans or, if a Mortgage Loan comes into and continues in default and if, in the good faith and reasonable judgment of the Special Servicer, no satisfactory arrangements can be made for the collection of the delinquent payments, the maximization of the recovery on such Mortgage Loan to the Certificateholders (as a collective whole) on a present value basis (the relevant discounting of anticipated collections that will be distributable to Certificateholders to be performed at the related Net Mortgage Rate); and (iii) without regard to (A) any relationship that the Master Servicer or the Special Servicer, as the case may be, or any Affiliate thereof may have with the related Mortgagor, (B) the ownership of any Certificate by the Master Servicer or the Special Servicer, as the case may be, or by any Affiliate thereof, (C) the Master Servicer's obligation to make Advances, (D) the Special Servicer's obligation to make (or to direct the Master Servicer to make) Servicing Advances, Advances and (E) the right of the Master Servicer (or any Affiliate thereof) or the Special Servicer (or any Affiliate thereof), as the case may be, to receive reimbursement of costs, or the sufficiency of any compensation payable to it, hereunder or with respect to any particular transaction and (F) the obligation of GMACCM, as a Mortgage Loan Seller, to repurchase Mortgage Loans pursuant to Section 6(b) of the Mortgage Loan Purchase Agreement or Section 4(b) of each Supplemental Agreement (the conditions set forth in the immediately foregoing clauses (i), (ii) and (iii), the "Servicing Standard"). Without limiting the generality of the foregoing, each of the Master Servicer and the Special Servicer, in its own name, in connection with its servicing and administrative duties hereunder is hereby authorized and empowered by the Trustee to exercise efforts consistent with the foregoing standard and to execute and deliver, on behalf of the Certificateholders and the Trustee or any of them, any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien created by any Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and related collateral; subject to Section 3.20, any and all modifications, waivers, amendments or consents to or with respect to any documents contained in the related Mortgage File; and any and all instruments of satisfaction or cancellation, or of full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans and the Mortgaged Properties. Each of the Master Servicer and the Special Servicer is also authorized to approve a request by a Mortgagor under a Mortgage Loan that it is obligated to service and administer pursuant to this Agreement, for an easement, consent to alteration or demolition, and for other similar matters, provided that the Master Servicer or the Special Servicer, as the case may be, determines, exercising its good faith business judgment and in accordance with the Servicing Standardsame manner as it would if it were the owner of the related Mortgage Loan, that such approval will not affect the security for, or the timely and full collectability of, the related Mortgage Loan. Subject to Section 3.10, the Trustee shall furnish, or cause to be furnished, to the Master Servicer and the Special Servicer any powers of attorney and other documents necessary or appropriate to enable the Master Servicer or the Special Servicer, as the case may be, to carry out its servicing and administrative duties hereunder; provided, however, that the Trustee shall not be held liable, and shall be indemnified by the Master Servicer or the Special Servicer, as applicable, liable for any negligence with respect to, or misuse of, any such power of attorney by the Master Servicer or the Special Servicer, as the case may be; and further provided that neither the Master Servicer nor the Special Servicer, without the Trustee's written consent, shall initiate any action in the Trustee's name without indicating its representative capacity or cause the Trustee to be registered to do business in any state. (b) Subject to Section 3.01(a)) and provided that the Master Servicer and the Special Servicer are not the same entity, the Master Servicer and the Special Servicer each shall have full power and authority, acting alone or, subject to Section 3.22, through Sub-Servicersalone, to do or cause to be done any and all things in connection with such servicing and administration which it may deem necessary or desirable. (c) The Except as otherwise provided in Section 3.06(a), the relationship of the Master Servicer and the Special Servicer to the Trustee and, unless the same Person acts in both capacities, to each other under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent. Unless the same Person acts in both capacities, the Master Servicer shall have no responsibility for the performance by the Special Servicer of its duties under this Agreement, and the Special Servicer shall have no responsibility for the performance of the Master Servicer under this Agreement. (d) Subject to Section 3.01(a), each of the Master Servicer and Special Servicer shall service and administer each Mortgage Loan that is a Cross-Collateralized Mortgage Loan as a single Mortgage Loan as and when it deems such treatment necessary and appropriate.

Servicing and Administration of the Mortgage Loans. (a) Each of the Master Servicer and the Special Servicer shall service and administer the Mortgage Loans that it is obligated to service and administer pursuant to this Agreement on behalf of the Trustee and in the best interests of and for the benefit of the Certificateholders (as determined by the Master Servicer or the Special Servicer, as the case may be, in its good faith and reasonable judgment), in accordance with applicable law, the terms of this Agreement and the terms of the respective Mortgage Loans and, to the extent consistent with the foregoing, further as follows: (i) with the same care, skill and diligence as is normal and usual in its general mortgage servicing and REO property management activities on behalf of third parties or on behalf of itself, whichever is higher, with respect to mortgage loans and REO properties that are comparable to those for which it is responsible hereunder; (ii) with a view to the timely collection of all scheduled payments of principal and interest under the Mortgage Loans or, if a Mortgage Loan comes into and continues in default and if, in the good faith and reasonable judgment of the Special Servicer, no satisfactory arrangements can be made for the collection of the delinquent payments, the maximization of the recovery on such Mortgage Loan to the Certificateholders (as a collective whole) on a present value basis (the relevant discounting of anticipated collections that will be distributable to Certificateholders to be performed at the related Net Mortgage Rate); and (iii) without regard to (A) any relationship that the Master Servicer or the Special Servicer, as the case may be, or any Affiliate thereof may have with the related Mortgagor, (B) the ownership of any Certificate by the Master Servicer or the Special Servicer, as the case may be, or by any Affiliate thereof, (C) the Master Servicer's obligation to make Advances, (D) the Special Servicer's obligation to make (or to direct the Master Servicer to make) make Servicing Advances, (E) the right of the Master Servicer (or any Affiliate thereof) or the Special Servicer (or any Affiliate thereof), as the case may be, to receive reimbursement of costs, or the sufficiency of any compensation payable to it, hereunder or with respect to any particular transaction and (F) the obligation of GMACCM, as a Mortgage Loan Seller, Capmark Finance to repurchase Mortgage Loans pursuant to Section 6(b4(b) of the Mortgage Loan Purchase Agreement or Section 4(b) of each related Supplemental Agreement (the conditions set forth in the immediately foregoing clauses (i), (ii) and (iii), the "Servicing Standard"). Without limiting the generality of the foregoing, each of the Master Servicer and the Special Servicer, in its own name, in connection with its servicing and administrative duties hereunder is hereby authorized and empowered by the Trustee Trustee, to exercise efforts consistent with the foregoing standard and to execute and deliver, on behalf of the Certificateholders and the Trustee or any of them, any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien created by any Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and related collateral; subject to Section 3.203.21, any and all modifications, waivers, amendments or consents to or with respect to any documents contained in the related Mortgage File; and any and all instruments of satisfaction or cancellation, or of full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans and the Mortgaged Properties. Each of the Master Servicer and the Special Servicer is also authorized to approve a request by a Mortgagor under a Mortgage Loan that it is obligated to service and administer pursuant to this Agreement, for an easement, consent to alteration or demolition, and for other similar matters, provided that the Master Servicer or the Special Servicer, as the case may be, determines, exercising its good faith business judgment and in accordance with the Servicing Standard, that such approval will not affect the security for, or the timely and full collectability of, the related Mortgage Loan. Subject to Section 3.10, the Trustee shall furnish, or cause to be furnished, to the Master Servicer and the Special Servicer any powers of attorney and other documents necessary or appropriate to enable the Master Servicer or the Special Servicer, as the case may be, to carry out its servicing and administrative duties hereunder; provided, however, that the Trustee shall not be held liable, and shall be indemnified by the Master Servicer or the Special Servicer, as applicable, for any negligence with respect to, or willful misuse of, any such power of attorney by the Master Servicer or the Special Servicer, as the case may be; and further provided that neither the Master Servicer nor the Special Servicer, without the written consent of the Trustee's written consent, shall initiate any action in the name of the Trustee's name , without indicating its representative capacity or cause the Trustee to be registered to do business in any state. (b) Subject to Section 3.01(a) and Section 3.24(f) (taking account of Section 3.24(g)), the Master Servicer and the Special Servicer each shall have full power and authority, acting alone or, subject to Section 3.223.23, through Sub-Servicers, to do or cause to be done any and all things in connection with such servicing and administration which it may deem necessary or desirable. (c) The relationship of the Master Servicer and the Special Servicer to the Trustee and, unless the same Person acts in both capacities, to each other under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent. Unless the same Person acts in both capacities, the Master Servicer shall have no responsibility for the performance by the Special Servicer of its duties under this Agreement, and the Special Servicer shall have no responsibility for the performance of the Master Servicer under this Agreement. (d) Subject to Section 3.01(a), each of the Master Servicer and Special Servicer shall service and administer each Mortgage Loan that is a Cross-Collateralized Mortgage Loan as a single Mortgage Loan in each case as and when it deems such treatment necessary and appropriate.

Servicing and Administration of the Mortgage Loans. (a) Each of the Master Servicer and the Special Servicer shall service and administer the Mortgage Loans (excluding the Non-Serviced Mortgage Loans) and the Serviced Whole Loans that it is obligated to service and administer pursuant to this Agreement on behalf of the Trustee and in the best interests of and for the benefit of the Certificateholders and, with respect to the Serviced Whole Loans, on behalf of the Certificateholders and each related Serviced Companion Loan Holder (as a collective whole) (as determined by the Master Servicer or the Special Servicer, as the case may be, in its good faith and reasonable judgment), in accordance with applicable law, the terms of this Agreement and the terms of the respective related Mortgage Loans and Serviced Companion Loan, respectively, and, to the extent consistent with the foregoing, further as follows: (i) with the same care, skill and diligence as is normal and usual in its general mortgage servicing and REO property management activities on behalf of third parties (giving, in the case of any master servicer or special servicer other than GMACCM, due consideration to customary and usual standards of practice of prudent institutional commercial mortgage loan servicer) or on behalf of itself, whichever is higher, with respect to mortgage loans and REO properties that are comparable to those for which it is responsible hereunder; (ii) with a view to the timely collection of all scheduled payments of principal and interest under the Mortgage Loans and Serviced Whole Loans or, if a Mortgage Loan or Serviced Whole Loan comes into and continues in default and if, in the good faith and reasonable judgment of the Special Servicer, no satisfactory arrangements can be made for the collection of the delinquent payments, the maximization of the recovery on such Mortgage Loan to the Certificateholders (as a collective whole) and, with respect to the Serviced Whole Loans, the maximization of the recovery on the Serviced Whole Loans, to the Certificateholders and Serviced Companion Loan Holders (as a collective whole), on a present value basis (the relevant discounting of anticipated collections that will be distributable to Certificateholders or Serviced Companion Loan Holders, as applicable, to be performed at the related Net Mortgage Rate); and (iii) without regard to (A) any relationship that the Master Servicer or the Special Servicer, as the case may be, or any Affiliate thereof may have with the related Mortgagor, (B) the ownership of any Certificate Certificate, any Serviced Companion Loan, any Serviced Companion Loan Security, any Non-Serviced Companion Loan or any Non-Serviced Companion Loan Security by the Master Servicer or the Special Servicer, as the case may be, or by any Affiliate thereof, (C) the Master Servicer's obligation to make Advances, (D) the Special Servicer's obligation to make (or to direct the Master Servicer to make) make Servicing Advances, (E) the right of the Master Servicer (or any Affiliate thereof) or the Special Servicer (or any Affiliate thereof), as the case may be, to receive reimbursement of costs, or the sufficiency of any compensation payable to it, hereunder or with respect to any particular transaction and (F) the obligation of GMACCM, as a Mortgage Loan Seller, GMACCM to repurchase Mortgage Loans pursuant to Section 6(b) 6 of the GMACCM Mortgage Loan Purchase Agreement or Section 4(b) of each Supplemental Agreement (the conditions set forth in the immediately foregoing clauses (i), (ii) and (iii), the "Servicing Standard"). Without limiting the generality of the foregoing, each of the Master Servicer and the Special Servicer, in its own name, in connection with its servicing and administrative duties hereunder is hereby authorized and empowered by the Trustee Trustee, to exercise efforts consistent with the foregoing standard and to execute and deliver, on behalf of the Certificateholders Certificateholders, the Serviced Companion Loan Holders and the Trustee or any of them, any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien created by any Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and related collateral; subject to Section 3.203.21, any and all modifications, waivers, amendments or consents to or with respect to any documents contained in the related Mortgage File; and any and all instruments of satisfaction or cancellation, or of full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans, the Serviced Whole Loans and the Mortgaged Properties. Each of the Master Servicer and the Special Servicer is also authorized to approve a request by a Mortgagor under a Mortgage Loan or Serviced Whole Loan that it is obligated to service and administer pursuant to this Agreement, for an easement, consent to alteration or demolition, and for other similar matters; provided, provided that the Master Servicer or the Special Servicer, as the case may be, determines, exercising its good faith business judgment and in accordance with the Servicing Standard, that such approval will not affect the security for, or the timely and full collectability collectibility of, the related Mortgage Loan or Serviced Whole Loan. Subject to Section 3.10, the Trustee shall furnish, or cause to be furnished, to the Master Servicer and the Special Servicer any powers of attorney and other documents necessary or appropriate to enable the Master Servicer or the Special Servicer, as the case may be, to carry out its servicing and administrative duties hereunder; provided, however, that the Trustee shall not be held liable, and shall be indemnified by the Master Servicer or the Special Servicer, as applicable, for any negligence with respect to, or willful misuse of, any such power of attorney by the Master Servicer or the Special Servicer, as the case may be; and further provided provided, 119 further, that neither the Master Servicer nor the Special Servicer, without the written consent of the Trustee's written consent, shall initiate any action in the Trustee's name of the Trustee without indicating its representative capacity or take any action with the intent to, and which actually does, cause the Trustee to be registered to do business in any state. (b) Subject to Section 3.01(a) and Section 3.24(f) (taking account of Section 3.24(g)), the Master Servicer and the Special Servicer each shall have full power and authority, acting alone or, subject to Section 3.223.23, through Sub-Servicers, to do or cause to be done any and all things in connection with such servicing and administration which it may deem necessary or desirable. (c) The relationship of the Master Servicer and the Special Servicer to the Trustee and, unless the same Person acts in both multiple capacities, to each other under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent. Unless the same Person acts in both capacities, the Master Servicer shall have no responsibility for the performance by the Special Servicer of its duties under this Agreement, and the Special Servicer shall have no responsibility for the performance of the Master Servicer under this Agreement. (d) Subject to Section 3.01(a), each of the Master Servicer and Special Servicer shall service and administer each Mortgage Loan that is a Cross-Collateralized Mortgage Loan as a single Mortgage Loan in each case as and when it deems such treatment necessary and appropriate. (e) The parties hereto acknowledge that the Houston Center Whole Loan is subject to the terms and conditions of the Houston Center Intercreditor Agreement. With respect to the Houston Center Whole Loan, the Trustee, the Master Servicer and the Special Servicer recognize the respective rights and obligations of the Trust and the Houston Center Companion Loan Holders under the Houston Center Intercreditor Agreement, including, with respect to the allocation of collections on or in respect of the Houston Center Whole Loan in accordance with Section 3.2

Servicing and Administration of the Mortgage Loans. (a) Each of the Master Servicer and the Special Servicer The Company, as an independent contract servicer, shall service and administer the Mortgage Loans that it is obligated to service and administer pursuant to this Agreement on behalf of the Trustee and Loans. The Servicer shall proceed in the best interests of and for the benefit of the Certificateholders Purchaser (as determined by the Master Servicer or the Special Servicer, as the case may be, in its good faith and reasonable judgment), in accordance with applicable law, the terms of this Agreement and the terms of the respective Mortgage Loans and, to the extent consistent with the foregoing, further as follows: (i) with the same care, skill and diligence as is normal and usual in its general mortgage servicing and REO property management activities on behalf of third parties or on behalf of itself, whichever is higher, with respect to mortgage loans and REO properties that are comparable to those for which it is responsible hereunder; (ii) with a view to the maximization of timely collection of all scheduled payments recovery of principal and interest under on the Mortgage Loans orLoans, if a Mortgage Loan comes into and continues in default and if, in the good faith and reasonable judgment of the Special Servicer, no satisfactory arrangements can be made for the collection of the delinquent payments, the maximization of the recovery on such Mortgage Loan to the Certificateholders (as a collective whole) on a present value basis (the relevant discounting of anticipated collections that will be distributable to Certificateholders to be performed at the related Net Mortgage Rate); and (iii) without regard to (A) any relationship that the Master Servicer or the Special Servicer, as the case may be, or any Affiliate thereof may have with the related Mortgagor, (B) the ownership of any Certificate by the Master Servicer or the Special Servicer, as the case may be, or by any Affiliate thereof, (C) the Master Servicer's obligation to make Advances, (D) the Special Servicer's obligation to make (or to direct the Master Servicer to make) Servicing Advances, (E) the right of the Master Servicer (or any Affiliate thereof) or the Special Servicer (or any Affiliate thereof), as the case may be, to receive reimbursement of costs, or the sufficiency of any compensation payable to it, hereunder or with respect to any particular transaction and (F) the obligation of GMACCM, as a Mortgage Loan Seller, to repurchase Mortgage Loans pursuant to Section 6(b) of the Mortgage Loan Purchase Agreement or Section 4(b) of each Supplemental Agreement (the conditions set forth in the immediately foregoing clauses (i), (ii) and (iii), the "Servicing Standard"). Without limiting the generality of the foregoing, each of the Master Servicer and the Special Servicer, in its own name, in connection with its servicing and administrative duties hereunder is hereby authorized and empowered by the Trustee to exercise efforts consistent with the foregoing standard and provisions hereof. The Servicer will be required to execute and deliver, on behalf of the Certificateholders and the Trustee or any of them, any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien created by any Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and related collateral; subject to Section 3.20, any and all modifications, waivers, amendments or consents to or with respect to any documents contained in the related Mortgage File; and any and all instruments of satisfaction or cancellation, or of full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans and the Mortgaged Properties. Each of the Master Servicer and the Special Servicer is also authorized to approve a request by a Mortgagor under a Mortgage Loan that it is obligated to service and administer pursuant to this Agreement, for an easement, consent to alteration or demolition, and for other similar matters, provided that the Master Servicer or the Special Servicer, as the case may be, determines, exercising its good faith business judgment and in accordance with the Servicing Standard, that such approval will not affect the security for, or the timely and full collectability of, the related Mortgage Loan. Subject to Section 3.10, the Trustee shall furnish, or cause to be furnished, to the Master Servicer and the Special Servicer any powers of attorney and other documents necessary or appropriate to enable the Master Servicer or the Special Servicer, as the case may be, to carry out its servicing and administrative duties hereunder; provided, however, that the Trustee shall not be held liable, and shall be indemnified by the Master Servicer or the Special Servicer, as applicable, for any negligence with respect to, or misuse of, any such power of attorney by the Master Servicer or the Special Servicer, as the case may be; and further provided that neither the Master Servicer nor the Special Servicer, without the Trustee's written consent, shall initiate any action in the Trustee's name without indicating its representative capacity or cause the Trustee to be registered to do business in any state. (b) Subject to Section 3.01(a), the Master Servicer and the Special Servicer each shall have full power and authority, acting alone or, subject to Section 3.22, through Sub-Servicers, to do or cause to be done any and all things in connection with such servicing and administration which it may deem necessary or desirable. (c) The relationship of the Master Servicer and the Special Servicer to the Trustee and, unless the same Person acts in both capacities, to each other under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent. Unless the same Person acts in both capacities, the Master Servicer shall have no responsibility for the performance by the Special Servicer of its duties under this Agreement, and the Special Servicer shall have no responsibility for the performance of the Master Servicer under this Agreement. (d) Subject to Section 3.01(a), each of the Master Servicer and Special Servicer shall service and administer each Mortgage Loan in the same manner in which, and with the same care, skill, prudence and diligence with which, it services and administers similar non-prime loans which it owns, giving due consideration to customary and usual standards of practice of mortgage lenders and loan servicers administering similar mortgage loans. The Servicer shall service the Mortgage Loans in a manner consistent with the Portfolio Criteria, Portfolio Aging Limitations and Wet Funded Loan Limitation. Additionally, as the principal of any Notes becomes due and payable, whether pursuant to the terms thereof or by the occurrence of a Security Agreement Event of Default or optional repurchase, maturity or otherwise, the Purchaser shall cause the Servicer to arrange for the sale of Mortgage Loans at such times and in such manner so that the proceeds of the sale, together with amounts received by the Purchaser in connection with the Total Return Swap, are available to pay amounts due and owing on such Notes. Any Affiliate of the Company may purchase any Mortgage Loans from the Purchaser at any time and from time to time (including following the occurrence and during the continuance of a Non-Distressed Termination Event), other than following the occurrence and during the continuance of a Distressed Termination Event (unless the Affiliate or Affiliates purchase a sufficient amount of the Mortgage Loans then owned by the Purchaser such that following such purchase, the aggregate of the Outstanding Program Amount plus all Allocated Expenses then current or to be incurred thereafter, is a Crossless than the Required Reserve Fund Amount), at the Current Transfer Price. Notwithstanding the foregoing, except for any sales by the Purchaser to Securitization Vehicles, no Affiliate of the Company may purchase any non-Collateralized Delinquent Loan or non-Defaulted Loan from the Purchaser unless either (a) the purchase price paid by such Affiliate is at least equal to the then Outstanding Purchase Price of such Mortgage Loan as a single plus accrued and unpaid interest arising under the related Mortgage Note, or (b) if the purchase price proposed to be paid by such Affiliate is less than the Outstanding Purchase Price of such Mortgage Loan plus accrued and unpaid interest arising under the related Mortgage Note, then (x) the Company shall procure that the Affiliate provide the Purchaser with a letter from a qualified, independent party stating that the purchase price proposed to be paid by such Affiliate is not less than the then-current fair market value of the Mortgage Loan, and, if no Non-Distressed Termination Event shall have occurred and be continuing, (y) the Company shall promptly notify the Swap Counterparty, or if there are multiple Swap Counterparties, such person as the Swap Counterparties shall designate as the Swap Counterparty representative (the Swap Counterparty or such designated person, the “Swap Counterparty Representative”) of the proposed price (the “Purchase Price”), and when it deems the Swap Counterparty Representative shall have up to two (2) Business Days from the time of notification to elect to purchase such treatment necessary and appropriateMortgage Loan at such Purchase Price. If the Swap Counterparty Representative elects to purchase such Mortgage Loan within such two (2) Business Day time period, the Swap Counterparty Representative shall pay the Purchase Price for such Mortgage Loan within two (2) Business Days of the date of such election. If the Swap Counterparty Representative fails to pay such Purchase Price or fails to affirmatively elect to purchase such Mortgage Loan, in either case, within the applicable time period referred to above, the relevant Affiliate of the Company shall have the right to purchase such Mortgage Loan at a price not less than the Purchase Price.

Servicing and Administration of the Mortgage Loans. (a) Each of the Master Servicer and the Special Servicer shall service and administer the Mortgage Loans (including the Xxxxxxxx Fashion Center A/B Loan) that it is obligated to service and administer pursuant to this Agreement on behalf of the Trustee and in the best interests of and for the benefit of the Certificateholders and, with respect to the Xxxxxxxx Fashion Center A/B Loan, on behalf of the Certificateholders and the Xxxxxxxx Fashion Center Companion Holders (as a collective whole but taking into account the subordinate nature of the Xxxxxxxx Fashion Center B Note) (as determined by the Master Servicer or the Special Servicer, as the case may be, in its good faith and reasonable judgment), in accordance with applicable law, the terms of this Agreement and the terms of the respective Mortgage Loans and the Xxxxxxxx Fashion Center A/B Loan and, to the extent consistent with the foregoing, further as follows: (i) with the same care, skill and diligence as is normal and usual in its general mortgage servicing and REO property management activities on behalf of third parties or on behalf of itself, whichever is higher, with respect to mortgage loans and REO properties that are comparable to those for which it is responsible hereunder; (ii) with a view to the timely collection of all scheduled payments of principal and interest under the Mortgage Loans (including the Xxxxxxxx Fashion Center A/B Loan) or, if a Mortgage Loan (including the Xxxxxxxx Fashion Center A/B Loan) comes into and continues in default and if, in the good faith and reasonable judgment of the Special Servicer, no satisfactory arrangements can be made for the collection of the delinquent payments, the maximization of the recovery on such Mortgage 110 Loan to the Certificateholders (as a collective whole) and, with respect to the Xxxxxxxx Fashion Center A/B Loan, the maximization of the recovery on the Xxxxxxxx Fashion Center A/B Loan to the Certificateholders and the Xxxxxxxx Fashion Center Companion Holders (as a collective whole but taking into account the subordinate nature of the Xxxxxxxx Fashion Center B Note), on a present value basis (the relevant discounting of anticipated collections that will be distributable to Certificateholders or the Xxxxxxxx Fashion Center Companion Holders, as applicable, to be performed at the related Net Mortgage Rate); and (iii) without regard to (A) any relationship that the Master Servicer or the Special Servicer, as the case may be, or any Affiliate thereof may have with the related Mortgagor, (B) the ownership of any Certificate or any Xxxxxxxx Fashion Center Companion Loan Security by the Master Servicer or the Special Servicer, as the case may be, or by any Affiliate thereof, (C) the Master Servicer's obligation to make Advances, (D) the Special Servicer's obligation to make (or to direct the Master Servicer to make) make Servicing Advances, (E) the right of the Master Servicer (or any Affiliate thereof) or the Special Servicer (or any Affiliate thereof), as the case may be, to receive reimbursement of costs, or the sufficiency of any compensation payable to it, hereunder or with respect to any particular transaction and (F) the obligation of GMACCM, as a Mortgage Loan Seller, GMACCM to repurchase Mortgage Loans pursuant to Section 6(b4(b) of the Mortgage Loan Purchase Agreement or Section 4(b) of each related Supplemental Agreement (the conditions set forth in the immediately foregoing clauses (i), (ii) and (iii), the "Servicing Standard"). Without limiting the generality of the foregoing, each of the Master Servicer and the Special Servicer, in its own name, in connection with its servicing and administrative duties hereunder is hereby authorized and empowered by the Trustee Trustee, to exercise efforts consistent with the foregoing standard and to execute and deliver, on behalf of the Certificateholders and the Trustee or any of them, any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien created by any Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and related collateral; subject to Section 3.203.21, any and all modifications, waivers, amendments or consents to or with respect to any documents contained in the related Mortgage File; and any and all instruments of satisfaction or cancellation, or of full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans and the Mortgaged Properties. Each of the Master Servicer and the Special Servicer is also authorized to approve a request by a Mortgagor under a Mortgage Loan that it is obligated to service and administer pursuant to this Agreement, for an easement, consent to alteration or demolition, and for other similar matters; provided, provided that the Master Servicer or the Special Servicer, as the case may be, determines, exercising its good faith business judgment and in accordance with the Servicing Standard, that such approval will not affect the security for, or the timely and full collectability of, the related Mortgage Loan (including the Xxxxxxxx Fashion Center A/B Loan). Subject to Section 3.10, the Trustee shall furnish, or cause to be furnished, to the Master Servicer and the Special Servicer any powers of attorney and other documents necessary or appropriate to enable the Master Servicer or the Special Servicer, as the case may be, to carry out its servicing and administrative duties hereunder; provided, however, that the Trustee shall not be held liable, and shall be indemnified by the Master Servicer or the Special Servicer, as applicable, for any negligence with respect to, or willful misuse of, any such power of attorney by the Master Servicer or the Special Servicer, as the case may be; and further provided provided, further, that neither the Master Servicer nor the Special Servicer, without the written consent of the Trustee's written consent, shall initiate any action in the name of the Trustee's name , without indicating its representative capacity or cause the Trustee to be registered to do business in any state. (b) Subject to Section 3.01(a) and Section 3.24(f) (taking account of Section 3.24(g)), the Master Servicer and the Special Servicer each shall have full power and authority, acting alone or, subject to Section 3.223.23, through Sub-Servicers, to do or cause to be done any and all things in connection with such servicing and administration which it may deem necessary or desirable. (c) The relationship of the Master Servicer and the Special Servicer to the Trustee and, unless the same Person acts in both multiple capacities, to each other under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent. Unless the same Person acts in both capacities, the Master Servicer shall have no responsibility for the performance by the Special Servicer of its duties under this Agreement, and the Special Servicer shall have no responsibility for the performance of the Master Servicer under this Agreement. (d) Subject to Section 3.01(a), each of the Master Servicer and Special Servicer shall service and administer each Mortgage Loan that is a Cross-Collateralized Mortgage Loan as a single Mortgage Loan in each case as and when it deems such treatment necessary and appropriate. (e) The parties hereto acknowledge that the Xxxxxxxx Fashion Center A/B Loan is subject to the terms and conditions of the Xxxxxxxx Fashion Center A/B Intercreditor Agreement. With respect to the Xxxxxxxx Fashion Center A/B Loan, the Trustee, the Master Servicer and the Special Servicer recognize the respective rights and obligations of the Trust and the Xxxxxxxx Fashion Center Companion Holders under the Xxxxxxxx Fashion Center A/B Intercreditor Agreement, including with respect to the allocation of collections on or in respect of the Xxxxxxxx Fashion Center A/B Loan in accordance with Section 3 and Section 4 of the Xxxxxxxx Fashion Center A/B

Servicing and Administration of the Mortgage Loans. (a) Each of the Master Servicer and the Special Servicer shall service and administer the Mortgage Loans that it is obligated to service and administer pursuant to this Agreement on behalf of the Trustee and in the best interests of and for the benefit of the Certificateholders (as determined by the Master Servicer or the Special Servicer, as the case may be, in its good faith and reasonable judgment), in accordance with applicable law, the terms of this Agreement and the terms of the respective Mortgage Loans and, to the extent consistent with the foregoing, further as follows: (i) with the same care, skill and diligence as is normal and usual in its general mortgage servicing and REO property management activities on behalf of third parties or on behalf of itself, whichever is higher, with respect to mortgage loans and REO properties that are comparable to those for which it is responsible hereunder; (ii) with a view to the timely collection of all scheduled payments of principal and interest under the Mortgage Loans or, if a Mortgage Loan comes into and continues in default and if, in the good faith and reasonable judgment of the Special Servicer, no satisfactory arrangements can be made for the collection of the delinquent payments, the maximization of the recovery on such Mortgage Loan to the Certificateholders (as a collective whole) on a present value basis (the relevant discounting of anticipated collections that will be distributable to Certificateholders to be performed at the related Net Mortgage Rate); and (iii) without regard to (A) any relationship that the Master Servicer or the Special Servicer, as the case may be, or any Affiliate thereof may have with the related Mortgagor, (B) the ownership of any Certificate by the Master Servicer or the Special Servicer, as the case may be, or by any Affiliate thereof, (C) the Master Servicer's obligation to make Advances, (D) the Special Servicer's obligation to make (or to direct the Master Servicer to make) make Servicing Advances, (E) the right of the Master Servicer (or any Affiliate thereof) or the Special Servicer (or any Affiliate thereof), as the case may be, to receive reimbursement of costs, or the sufficiency of any compensation payable to it, hereunder or with respect to any particular transaction and (F) the obligation of GMACCM, as a Mortgage Loan Seller, GMACCM to repurchase Mortgage Loans pursuant to Section 6(b4(b) of the Mortgage Loan Purchase Agreement or Section 4(b) of each Supplemental Agreement (the conditions set forth in the immediately foregoing clauses (i), (ii) and (iii), the "Servicing Standard"). Without limiting the generality of the foregoing, each of the Master Servicer and the Special Servicer, in its own name, in connection with its servicing and administrative duties hereunder is hereby authorized and empowered by the Trustee Trustee, to exercise efforts consistent with the foregoing standard and to execute and deliver, on behalf of the Certificateholders and the Trustee or any of them, any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien created by any Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and related collateral; subject to Section 3.203.21, any and all modifications, waivers, amendments or consents to or with respect to any documents contained in the related Mortgage File; and any and all instruments of satisfaction or cancellation, or of full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans and the Mortgaged Properties. Each of the Master Servicer and the Special Servicer is also authorized to approve a request by a Mortgagor under a Mortgage Loan that it is obligated to service and administer pursuant to this Agreement, for an easement, consent to alteration or demolition, and for other similar matters, provided that the Master Servicer or the Special Servicer, as the case may be, determines, exercising its good faith business judgment and in accordance with the Servicing Standard, that such approval will not affect the security for, or the timely and full collectability of, the related Mortgage Loan. Subject to Section 3.10, the Trustee shall furnish, or cause to be furnished, to the Master Servicer and the Special Servicer any powers of attorney and other documents necessary or appropriate to enable the Master Servicer or the Special Servicer, as the case may be, to carry out its servicing and administrative duties hereunder; provided, however, that the Trustee shall not be held liable, and shall be indemnified by the Master Servicer or the Special Servicer, as applicable, for any negligence with respect to, or willful misuse of, any such power of attorney by the Master Servicer or the Special Servicer, as the case may be; and further provided that neither the Master Servicer nor the Special Servicer, without the written consent of the Trustee's written consent, shall initiate any action in the name of the Trustee's name , without indicating its representative capacity or cause the Trustee to be registered to do business in any state. (b) Subject to Section 3.01(a) and Section 3.24(f) (taking account of Section 3.24(g)), the Master Servicer and the Special Servicer each shall have full power and authority, acting alone or, subject to Section 3.223.23, through Sub-Servicers, to do or cause to be done any and all things in connection with such servicing and administration which it may deem necessary or desirable. (c) The relationship of the Master Servicer and the Special Servicer to the Trustee and, unless the same Person acts in both capacities, to each other under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent. Unless the same Person acts in both capacities, the Master Servicer shall have no responsibility for the performance by the Special Servicer of its duties under this Agreement, and the Special Servicer shall have no responsibility for the performance of the Master Servicer under this Agreement. (d) Subject to Section 3.01(a), each of the Master Servicer and Special Servicer shall service and administer each Mortgage Loan that is a Cross-Collateralized Mortgage Loan as a single Mortgage Loan in each case as and when it deems such treatment necessary and appropriate. (e) Notwithstanding the foregoing provisions of this Section 3.01, the Mesa Grande Loan A2 shall be serviced and administered by the 2002-C1 Master Servicer and the 2002-C1 Special Servicer pursuant to the 2002-C1 Pooling Agreement and the Co-Lender Agreement, except as otherwise specifically provided in this Agreement. If the Mesa Grande Loan A1 is removed from the mortgage loan pool created under the 2002-C1 Pooling Agreement, or if the 2002-C1 Pooling Agreement is otherwise terminated, the servicing of the Mesa Grande Loan A2 shall be transferred pursuant to the Co-Lender Agreement to the Master Servicer and Special Servicer and the Mesa Grande Loan A2 shall be serviced and administered hereunder.

Servicing and Administration of the Mortgage Loans. (a) Each of the Master Servicer and the Special Servicer shall service and administer the Mortgage Loans (excluding the Non-Serviced Mortgage Loans) and the Serviced Whole Loans that it is obligated to service and administer pursuant to this Agreement on behalf of the Trustee and in the best interests of and for the benefit of the Certificateholders and, with respect to the Serviced Whole Loans, on behalf of the Certificateholders and each related Serviced Companion Loan Holder and Serviced B Note Holder (as a collective whole) (as determined by the Master Servicer or the Special Servicer, as the case may be, in its good faith and reasonable judgment), in accordance with applicable law, the terms of this Agreement and the terms of the respective related Mortgage Loans Loans, Serviced Companion Loan and Serviced B Note, respectively, and, to the extent consistent with the foregoing, further as follows: (i) with the same care, skill and diligence as is normal and usual in its general mortgage servicing and REO property management activities on behalf of third parties (giving, in the case of any master servicer or special servicer other than GMACCM, due consideration to customary and usual standards of practice of prudent institutional commercial mortgage loan servicer) or on behalf of itself, whichever is higher, with respect to mortgage loans and REO properties that are comparable to those for which it is responsible hereunder; (ii) with a view to the timely collection of all scheduled payments of principal and interest under the Mortgage Loans and 117 Serviced Whole Loans or, if a Mortgage Loan or Serviced Whole Loan comes into and continues in default and if, in the good faith and reasonable judgment of the Special Servicer, no satisfactory arrangements can be made for the collection of the delinquent payments, the maximization of the recovery on such Mortgage Loan to the Certificateholders (as a collective whole) and, with respect to the Serviced Whole Loans, the maximization of the recovery on the Serviced Whole Loans, to the Certificateholders, Serviced Companion Loan Holders and Serviced B Note Holders (as a collective whole), on a present value basis (the relevant discounting of anticipated collections that will be distributable to Certificateholders Certificateholders, Serviced Companion Loan Holders or Serviced B Note Holders, as applicable, to be performed at the related Net Mortgage Rate); and (iii) without regard to (A) any relationship that the Master Servicer or the Special Servicer, as the case may be, or any Affiliate thereof may have with the related Mortgagor, (B) the ownership of any Certificate Certificate, any Serviced Companion Loan, any Serviced Companion Loan Security, any Non-Serviced Companion Loan or any Non-Serviced Companion Loan Security by the Master Servicer or the Special Servicer, as the case may be, or by any Affiliate thereof, (C) the Master Servicer's obligation to make Advances, (D) the Special Servicer's obligation to make (or to direct the Master Servicer to make) make Servicing Advances, (E) the right of the Master Servicer (or any Affiliate thereof) or the Special Servicer (or any Affiliate thereof), as the case may be, to receive reimbursement of costs, or the sufficiency of any compensation payable to it, hereunder or with respect to any particular transaction and (F) the obligation of GMACCM, as a Mortgage Loan Seller, GMACCM to repurchase Mortgage Loans pursuant to Section 6(b) 6 of the GMACCM Mortgage Loan Purchase Agreement or Section 4(b) of each Supplemental Agreement (the conditions set forth in the immediately foregoing clauses (i), (ii) and (iii), the "Servicing Standard"). Without limiting the generality of the foregoing, each of the Master Servicer and the Special Servicer, in its own name, in connection with its servicing and administrative duties hereunder is hereby authorized and empowered by the Trustee Trustee, to exercise efforts consistent with the foregoing standard and to execute and deliver, on behalf of the Certificateholders Certificateholders, the Serviced Companion Loan Holders, the Serviced B Note Holders and the Trustee or any of them, any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien created by any Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and related collateral; subject to Section 3.203.21, any and all modifications, waivers, amendments or consents to or with respect to any documents contained in the related Mortgage File; and any and all instruments of satisfaction or cancellation, or of full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans, the Serviced Whole Loans and the Mortgaged Properties. Each of the Master Servicer and the Special Servicer is also authorized to approve a request by a Mortgagor under a Mortgage Loan or Serviced Whole Loan that it is obligated to service and administer pursuant to this Agreement, for an easement, consent to alteration or demolition, and for other similar matters; provided, provided that the Master Servicer or the Special Servicer, as the case may be, determines, exercising its good faith business judgment and in accordance with the Servicing Standard, that such approval will not affect the security for, or the timely and full collectability collectibility of, the related Mortgage Loan or Serviced Whole Loan. Subject to Section 3.10, the Trustee shall furnish, or cause to be furnished, to the Master Servicer and the Special Servicer any powers of attorney and other documents necessary or appropriate to enable the Master Servicer or the Special Servicer, as the case may be, to carry out its servicing and administrative duties hereunder; provided, however, that the Trustee shall not be held liable, and shall be indemnified by the Master Servicer or the Special Servicer, as applicable, for any negligence with respect to, or willful misuse of, any such power of attorney by the Master 118 Servicer or the Special Servicer, as the case may be; and further provided provided, further, that neither the Master Servicer nor the Special Servicer, without the written consent of the Trustee's written consent, shall initiate any action in the Trustee's name of the Trustee without indicating its representative capacity or take any action with the intent to, and which actually does, cause the Trustee to be registered to do business in any state. (b) Subject to Section 3.01(a) and Section 3.24(f) (taking account of Section 3.24(g)), the Master Servicer and the Special Servicer each shall have full power and authority, acting alone or, subject to Section 3.223.23, through Sub-Servicers, to do or cause to be done any and all things in connection with such servicing and administration which it may deem necessary or desirable. (c) The relationship of the Master Servicer and the Special Servicer to the Trustee and, unless the same Person acts in both multiple capacities, to each other under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent. Unless the same Person acts in both capacities, the Master Servicer shall have no responsibility for the performance by the Special Servicer of its duties under this Agreement, and the Special Servicer shall have no responsibility for the performance of the Master Servicer under this Agreement. (d) Subject to Section 3.01(a), each of the Master Servicer and Special Servicer shall service and administer each Mortgage Loan that is a Cross-Collateralized Mortgage Loan as a single Mortgage Loan in each case as and when it deems such treatment necessary and appropriate. (e) The parties hereto acknowledge the following: (i) The Jersey Gardens Whole Loan is subject to the terms and conditions of the Jersey Gardens Intercreditor Agreement. With respect to the Jersey Gardens Whole Loan, the Trustee, the Fiscal Agent, the Master Servicer and the Special Servicer recognize the respective rights and obligations of the Trust and the Jersey Gardens Companion Loan Holder under the Jersey Gardens Intercreditor Agreement, including, with respect to the allocation of collections on or in respect of the Jersey Gardens Whole Loan in accordance with Section 3.2 of the Jersey Gardens Intercreditor Agreement. The Master Servicer shall comply with the applicable provisions of the Jersey Gardens Intercreditor Agreement, and if the Jersey Gardens Whole Loan is then being specially serviced, the Special Servicer shall comply with the applicable provisions of the Jersey Gardens Intercreditor Agreement, including, in each case, the provisions of Sections 3.1 and 4.7 thereof. (ii) The Military Circle Whole Loan is subject to the terms and conditions of the Military Circle Intercreditor Agreement. With respect to the Military Circle Whole Loan, the Trustee, the Fiscal Agent, the Master Servicer and the Special Servicer recognize the respective rights and obligations of the Trust and the Military Circle B Note Holder under the Military Circle Intercreditor Agreement, including, with respect to the allocation of collections on or in respect of the Military Circle Whole Loan in accordance with Sections 3, 4 and 7 of the Military Circle Intercreditor Agreement. The Master Servicer shall comply with the applicable provisions of the Military Circle Intercreditor Agreement, and if the Xxxxxxxx Xxxxxx Whole Loan is then being specially serviced, the Special Servicer shall comply with the applicable provisions of the Military Circle Intercreditor Agreement, including, in each case, the provisions of Sections 5 and 20 thereof. (iii) The Providence Biltmore Hotel Whole Loan is subject to the terms and conditions of the Providence Biltmore Hotel Intercreditor Agreement. With respect to the Providence Biltmore Hotel Whole Loan, the Trustee, the Fiscal Agent, the Master Servicer and the Special Servicer recognize the respective rights and obligations of the Trust and the Providence Biltmore Hotel B Note Holder under the Providence Biltmore Hotel Intercreditor Agreement, including, with respect to the allocation of collections on or in respect of the Providence Biltmore Hotel Whole Loan in accordance with Sections 3 and 4 of the Providence Biltmore Hotel Intercreditor Agreement. The Master Servicer shall comply with the applicable provisions of the Providence Biltmore Hotel Intercreditor Agreement, and if the Providence Biltmore Hotel Whole Loan is then being specially serviced, the Special Servicer shall comply with the applicable provisions of the Providence Biltmore Hotel Intercreditor Agreement, including, in each case, the provisions of Sections 5 and 25 thereof. (f) Notwithstanding the foregoing provisions of this Section 3.01: (i) The 000 Xxxxxx Xxxxxx Mortgage Loan shall be serviced and administered by the GCCFC 2004-GG1 Master Servicer and the GCCFC 2004-GG1 Special Servicer pursuant to the GCCFC 2004-GG1 Pooling and Servicing Agreement and the 000 Xxxxxx Xxxxxx Intercreditor Agreement, except as otherwise specifically provided in this Agreement. If the 000 Xxxxxx Xxxxxx Companion Loan and the 000 Xxxxxx Xxxxxx X Note that are assets of the trust created by the GCCFC 2004-GG1 Pooling and Servicing Agreement and the related mortgaged property are removed from the mortgage loan pool created under the GCCFC 2004-GG1 Pooling and Servicing Agreement, the servicing of the 000 Xxxxxx Xxxxxx Mortgage Loan shall be transferred, pursuant to the 000 Xxxxxx Xxxxxx Intercreditor Agreement, and shall be serviced and administered by a successor servicing agreement, which, subject to the related Intercreditor Agreement, shall have similar provisions to the GCCFC 2004-GG1 Pooling and Servicing Agreement; provided that in such event Rating Agency Confirmation shall be obtained by the Master Servicer. (ii) The 731 Lexington Avenue-Bloomberg Headquarters Mortgage Loan shall be serviced and administered by the COMM 2004-LNB3 Master Servicer and the COMM 2004-LNB3 Special Servicer pursuant to the COMM 0000-XXX0 Xxxxxxx and Servicing Agreement and the 000 Xxxxxxxxx Xxxxxx-Xxxxxxxxx Xxxxxxxxxxxx Intercreditor Agreements, except as otherwise specifically provided in this Agreement. If the 000 Xxxxxxxxx Xxxxxx-Xxxxxxxxx Headquarters Companion Loan that is an asset under the trust created by the COMM 0000-XXX0 Xxxxxxx and Servicing Agreement is removed from the mortgage loan pool created under the COMM 0000-XXX0 Xxxxxxx and Servicing Agreement, or if the COMM 0000-XXX0 Xxxxxxx and Servicing Agreement is otherwise terminated, the servicing of the 731 Lexington Avenue-Bloomberg Headquarters Mortgage Loan shall be transferred, pursuant to the 000 Xxxxxxxxx Xxxxxx-Xxxxxxxxx Headquarters Intercreditor Agreements, and shall be serviced and administered by a successor servicing agreement, which, subject to the related Intercreditor Agreements, shall have similar provisions to the COMM 0000-XXX0 Xxxxxxx and Servicing Agreement; provided that in such event Rating Agency Confirmation shall be obtained by the Master Servicer. (iii) The Two Gateway Center Mortgage Loan shall be serviced and administered by the GMACCM 2004-C1 Master Servicer and the GMACCM 2004-C1 Special Servicer pursuant to the GMACCM 2004-C1 Center Pooling and Servicing Agreement and the Two Gateway Center Intercreditor Agreement, except as otherwise specifically provided in this Agreement. If the Two Gateway Center Companion Loan that is an asset under the trust created by the GMACCM 2004-C1 Pooling and Servicing Agreement is removed from the mortgage loan pool created under the GMACCM 2004-C1 Pooling and Servicing Agreement, or if the GMACCM 2004-C1 Pooling and Servicing Agreement is otherwise terminated, the servicing of the Two Gateway Center Mortgage Loan shall be transferred, pursuant to the Two Gateway Center Intercreditor Agreement, and shall be serviced and administered by a successor servicing agreement, which, subject to the related Intercreditor Agreement, shall have similar provisions to the GMACCM 2004-C1 Pooling and Servicing Agreement; provided that in such event Rating Agency Confirmation shall be obtained by the Master Servicer. (g) Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer's obligations and responsibilities hereunder and the Master Servicer's authority with respect to each Non-Serviced Mortgage Loan are limited by, and subject to, the terms of the related Intercreditor Agreement and the rights of the related Other Servicer and the Other Special Servicer under the related Other Pooling and Servicing Agreement. The Trustee, solely in its capacity as Trustee on behalf of the Trust Fund and on behalf of the Certificateholders, hereby assumes the obligations of the holder of each Non-Serviced Mortgage Loan under the related Intercreditor Agreement; provided that the Master Servicer, on behalf of the Trustee, will perform any applicable obligations set forth therein.

Servicing and Administration of the Mortgage Loans. (a) Each of the Master Servicer and the Special Servicer shall service and administer the Mortgage Loans (excluding the Non-Serviced Mortgage Loans) and the Serviced Whole Loans that it is obligated to service and administer pursuant to this Agreement on behalf of the Trustee and in the best interests of and for the benefit of the Certificateholders and, with respect to the Serviced Whole Loans, on behalf of the Certificateholders and each related Serviced Companion Loan Holder or Serviced B Note Holder (as a collective whole) (as determined by the Master Servicer or the Special Servicer, as the case may be, in its good faith and reasonable judgment), in accordance with applicable law, the terms of this Agreement and the terms of the respective related Mortgage Loans, Serviced Companion Loans and Serviced B Notes, respectively, and, to the extent consistent with the foregoing, further as follows: (i) with the same care, skill and diligence as is normal and usual in its general mortgage servicing and REO property management activities on behalf of third parties (giving, in the case of any master servicer or special servicer other than GMACCM, due consideration to customary and usual standards of practice of prudent institutional commercial mortgage loan servicer) or on behalf of itself, whichever is higher, with respect to mortgage loans and REO properties that are comparable to those for which it is responsible hereunder; (ii) with a view to the timely collection of all scheduled payments of principal and interest under the Mortgage Loans and Serviced Whole Loans or, if a Mortgage Loan or Serviced Whole Loan comes into and continues in default and if, in the good faith and reasonable judgment of the Special Servicer, no satisfactory arrangements can be made for the collection of the delinquent payments, the maximization of the recovery on such Mortgage Loan to the Certificateholders (as a collective whole) and, with respect to the Serviced Whole Loans, the maximization of the recovery on the Serviced Whole Loans, to the Certificateholders and Serviced Companion Loan Holders or the Serviced B Note Holders, as applicable (as a collective whole), on a present value basis (the relevant discounting of anticipated collections that will be distributable to Certificateholders Certificateholders, Serviced Companion Loan Holders or the Serviced B Note Holders, as applicable, to be performed at the related Net Mortgage Rate); and (iii) without regard to (A) any relationship that the Master Servicer or the Special Servicer, as the case may be, or any Affiliate thereof may have with the related Mortgagor, (B) the ownership of any Certificate Certificate, any Serviced Companion Loan, any Serviced B Note, any Serviced Companion Loan Security, any Non-Serviced Companion Loan or any Non-Serviced Companion Loan Security by the Master Servicer or the Special Servicer, as the case may be, or by any Affiliate thereof, (C) the Master Servicer's obligation to make Advances, (D) the Special Servicer's obligation to make (or to direct the Master Servicer to make) make Servicing Advances, (E) the right of the Master Servicer (or any Affiliate thereof) or the Special Servicer (or any Affiliate thereof), as the case may be, to receive reimbursement of costs, or the sufficiency of any compensation payable to it, hereunder or with respect to any particular transaction and (F) the obligation of GMACCM, as a Mortgage Loan Seller, GMACCM to repurchase Mortgage Loans pursuant to Section 6(b) 6 of the GMACCM Mortgage Loan Purchase Agreement or Section 4(b) of each Supplemental Agreement (the conditions set forth in the immediately foregoing clauses (i), (ii) and (iii), the "Servicing Standard"). Without limiting the generality of the foregoing, each of the Master Servicer and the Special Servicer, in its own name, in connection with its servicing and administrative duties hereunder is hereby authorized and empowered by the Trustee Trustee, to exercise efforts consistent with the foregoing standard and to execute and deliver, on behalf of the Certificateholders Certificateholders, the Serviced Companion Loan Holders, the Serviced B Note Holders and the Trustee or any of them, any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien created by any Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and related collateral; subject to Section 3.203.21, any and all modifications, waivers, amendments or consents to or with respect to any documents contained in the related Mortgage File; and any and all instruments of satisfaction or cancellation, or of full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans, the Serviced Whole Loans and the Mortgaged Properties. Each of the Master Servicer and the Special Servicer is also authorized to approve a request by a Mortgagor under a Mortgage Loan or Serviced Whole Loan that it is obligated to service and administer pursuant to this Agreement, for an easement, consent to alteration or demolition, and for other similar matters; provided, provided that the Master Servicer or the Special Servicer, as the case may be, determines, exercising its good faith business judgment and in accordance with the Servicing Standard, that such approval will not affect the security for, or the timely and full collectability collectibility of, the related Mortgage Loan or Serviced Whole Loan. Subject to Section 3.10, the Trustee shall furnish, or cause to be furnished, to the Master Servicer and the Special Servicer any powers of attorney and other documents necessary or appropriate to enable the Master Servicer or the Special Servicer, as the case may be, to carry out its servicing and administrative duties hereunder; provided, however, that the Trustee shall not be held liable, and shall be indemnified by the Master Servicer or the Special Servicer, as applicable, for any negligence with respect to, or willful misuse of, any such power of attorney by the Master Servicer or the Special Servicer, as the case may be; and further provided provided, further, that neither the Master Servicer nor the Special Servicer, without the written consent of the Trustee's written consent, shall initiate any action in the Trustee's name of the Trustee without indicating its representative capacity or take any action with the intent to, and which actually does, cause the Trustee to be registered to do business in any state. (b) Subject to Section 3.01(a) and Section 3.24(f) (taking account of Section 3.24(g)), the Master Servicer and the Special Servicer each shall have full power and authority, acting alone or, subject to Section 3.223.23, through Sub-Servicers, to do or cause to be 133 done any and all things in connection with such servicing and administration which it may deem necessary or desirable. (c) The relationship of the Master Servicer and the Special Servicer to the Trustee and, unless the same Person acts in both multiple capacities, to each other under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent. Unless the same Person acts in both capacities, the Master Servicer shall have no responsibility for the performance by the Special Servicer of its duties under this Agreement, and the Special Servicer shall have no responsibility for the performance of the Master Servicer under this Agreement. (d) Subject to Section 3.01(a), each of the Master Servicer and Special Servicer shall service and administer each Mortgage Loan that is a Cross-Collateralized Mortgage Loan as a single Mortgage Loan in each case as and when it deems such treatment necessary and appropriate. (i) The parties hereto acknowledge that the Xxxxx Center Whole Loan is subject to the terms and conditions of the Xxxxx Center Intercreditor Agreement. With respect to the Xxxxx Center Whole Loan, the Trustee, the Master Servicer and the Special Servicer recognize the respective rights and obligations of the Trust and the Xxxxx Center Companion Loan Holder under the Xxxxx Center Intercreditor Agreement, including, with respect to the allocation of collections on or in respect of the Xxxxx Center Whole Loan in accordance with Section 3.2

Servicing and Administration of the Mortgage Loans. (a) Each of the Master Servicer and the Special Servicer shall service and administer the Mortgage Loans that it is obligated to service and administer pursuant to this Agreement on behalf of the Trustee and in the best interests of and for the benefit of the Certificateholders (as determined by the Master Servicer or the Special Servicer, as the case may be, in its good faith and reasonable judgment), in accordance with applicable law, the terms of this Agreement and the terms of the respective Mortgage Loans and, to the extent consistent with the foregoing, further as follows: (i) with the same care, skill and diligence as is normal and usual in its general mortgage servicing and REO property management activities on behalf of third parties or on behalf of itself, whichever is higher, with respect to mortgage loans and REO properties that are comparable to those for which it is responsible hereunder; (ii) with a view to the timely collection of all scheduled payments of principal and interest under the Mortgage Loans or, if a Mortgage Loan comes into and continues in default and if, in the good faith and reasonable judgment of the Special Servicer, no satisfactory arrangements can be made for the collection of the delinquent payments, the maximization of the recovery on such Mortgage Loan to the Certificateholders (as a collective whole) on a present value basis (the relevant discounting of anticipated collections that will be distributable to Certificateholders to be performed at the related Net Mortgage Rate); and (iii) without regard to (A) any relationship that the Master Servicer or the Special Servicer, as the case may be, or any Affiliate thereof may have with the related Mortgagor, (B) the ownership of any Certificate by the Master Servicer or the Special Servicer, as the case may be, or by any Affiliate thereof, (C) the Master Servicer's obligation to make Advances, (D) the Special Servicer's obligation to make (or to direct the Master Servicer to make) Servicing Advances, Advances and (E) the right of the Master Servicer (or any Affiliate thereof) or the Special Servicer (or any Affiliate thereof), as the case may be, to receive reimbursement of costs, or the sufficiency of any compensation payable to it, hereunder or with respect to any particular transaction and (F) the obligation of GMACCM, as a Mortgage Loan Seller, to repurchase Mortgage Loans pursuant to Section 6(b) of the Mortgage Loan Purchase Agreement or Section 4(b) of each Supplemental Agreement (the conditions set forth in the immediately foregoing clauses (i), (ii) and (iii), the "Servicing Standard"). Without limiting the generality of the foregoing, each of the Master Servicer and the Special Servicer, in its own name, in connection with its servicing and administrative duties hereunder is hereby authorized and empowered by the Trustee to exercise efforts consistent with the foregoing standard and to execute and deliver, on behalf of the Certificateholders and the Trustee or any of them, any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien created by any Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and related collateral; subject to Section 3.20, any and all modifications, waivers, amendments or consents to or with respect to any documents contained in the related Mortgage File; and any and all instruments of satisfaction or cancellation, or of full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans and the Mortgaged Properties. Each of the Master Servicer and the Special Servicer is also authorized to approve a request by a Mortgagor under a Mortgage Loan that it is obligated to service and administer pursuant to this Agreement, for an easement, consent to alteration or demolition, and for other similar matters, provided that the Master Servicer or the Special Servicer, as the case may be, determines, exercising its good faith business judgment and in accordance with the Servicing Standard, that such approval will not affect the security for, or the timely and full collectability of, the related Mortgage Loan. Subject to Section 3.10, the Trustee shall furnish, or cause to be furnished, to the Master Servicer and the Special Servicer any powers of attorney and other documents necessary or appropriate to enable the Master Servicer or the Special Servicer, as the case may be, to carry out its servicing and administrative duties hereunder; provided, however, that the Trustee shall not be held liable, and shall be indemnified by the Master Servicer or the Special Servicer, as applicable, applicable for any negligence with respect to, or misuse of, any such power of attorney by the Master Servicer or the Special Servicer, as the case may be; and further provided that neither the Master Servicer nor the Special Servicer, without the Trustee's written consent, shall initiate any action in the Trustee's name without indicating its representative capacity or cause the Trustee to be registered to do business in any state. (b) Subject to Section 3.01(a)) , the Master Servicer and the Special Servicer each shall have full power and authority, acting alone or, subject to Section 3.22, through Sub-Servicers, to do or cause to be done any and all things in connection with such servicing and administration which it may deem necessary or desirable. (c) The relationship of the Master Servicer and the Special Servicer to the Trustee and, unless the same Person acts in both capacities, to each other under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent. Unless the same Person acts in both capacities, the Master Servicer shall have no responsibility for the performance by the Special Servicer of its duties under this Agreement, and the Special Servicer shall have no responsibility for the performance of the Master Servicer under this Agreement. (d) Subject to Section 3.01(a), each of the Master Servicer and Special Servicer shall service and administer each Mortgage Loan that is a Cross-Collateralized Mortgage Loan as a single Mortgage Loan as and when it deems such treatment necessary and appropriate.

Servicing and Administration of the Mortgage Loans. (a) Each of the Master Servicer and the Special Servicer shall service and administer the Mortgage Loans (excluding the Mall at Millenia Mortgage Loan, the Xxxxx Fargo Tower Mortgage Loan and the Geneva Commons Mortgage Loan) and the Serviced Whole Loans that it is obligated to service and administer pursuant to this Agreement on behalf of the Trustee and in the best interests of and for the benefit of the Certificateholders and, with respect to the Serviced Whole Loans, on behalf of the Certificateholders and the related Serviced Companion Loan Holders (as a collective whole) (as determined by the Master Servicer or the Special Servicer, as the case may be, in its good faith and reasonable judgment), in accordance with applicable law, the terms of this Agreement and the terms of the respective Mortgage Loans and Serviced Companion Loans, respectively, and, to the extent consistent with the foregoing, further as follows: (i) with the same care, skill and diligence as is normal and usual in its general mortgage servicing and REO property management activities on behalf of third parties (giving, in the case of any master servicer or special servicer other than GMACCM, due consideration to customary and usual standards of practice of prudent institutional lenders servicing their own loans) or on behalf of itself, whichever is higher, with respect to mortgage loans and REO properties that are comparable to those for which it is responsible hereunder; (ii) with a view to the timely collection of all scheduled payments of principal and interest under the Mortgage Loans and Serviced Companion Loans or, if a Mortgage Loan or Serviced Whole Loan comes into and continues in default and if, in the good faith and reasonable judgment of the Special Servicer, no satisfactory arrangements can be made for the collection of the delinquent payments, the maximization of the recovery on such Mortgage Loan to the Certificateholders (as a collective whole) and, with respect to the Serviced Whole Loans, the maximization of the recovery on the Serviced Whole Loans, to the Certificateholders and the Serviced Companion Loan Holders (as a collective whole), on a present value basis (the relevant discounting of anticipated collections that will be distributable to Certificateholders or the Serviced Companion Loan Holders, as applicable, to be performed at the related Net Mortgage Rate); and (iii) without regard to (A) any relationship that the Master Servicer or the Special Servicer, as the case may be, or any Affiliate thereof may have with the related Mortgagor, (B) the ownership of any Certificate Certificate, any Serviced Companion Loan Security or Serviced Companion Loan B Note by the Master Servicer or the Special Servicer, as the case may be, or by any Affiliate thereof, (C) the Master Servicer's obligation to make Advances, (D) the Special Servicer's obligation to make (or to direct the Master Servicer to make) make Servicing Advances, (E) the right of the Master Servicer (or any Affiliate thereof) or the Special Servicer (or any Affiliate thereof), as the case may be, to receive reimbursement of costs, or the sufficiency of any compensation payable to it, hereunder or with respect to any particular transaction and (F) the obligation of GMACCM, as a Mortgage Loan Seller, GMACCM to repurchase Mortgage Loans pursuant to Section 6(b) 6 of the GMACCM Mortgage Loan Purchase Agreement or Section 4(b) of each Supplemental Agreement (the conditions set forth in the immediately foregoing clauses (i), (ii) and (iii), the "Servicing Standard"). Without limiting the generality of the foregoing, each of the Master Servicer and the Special Servicer, in its own name, in connection with its servicing and administrative duties hereunder is hereby authorized and empowered by the Trustee Trustee, to exercise efforts consistent with the foregoing standard and to execute and deliver, on behalf of the Certificateholders Certificateholders, the Serviced Companion Loan Holders and the Trustee or any of them, any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien created by any Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and related collateral; subject to Section 3.203.21, any and all modifications, waivers, amendments or consents to or with respect to any documents contained in the related Mortgage File; and any and all instruments of satisfaction or cancellation, or of full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans, the Serviced Whole Loans and the Mortgaged Properties. Each of the Master Servicer and the Special Servicer is also authorized to approve a request by a Mortgagor under a Mortgage Loan or Serviced Whole Loan that it is obligated to service and administer pursuant to this Agreement, for an easement, consent to alteration or demolition, and for other similar matters; provided, provided that the Master Servicer or the Special Servicer, as the case may be, determines, exercising its good faith business judgment and in accordance with the Servicing Standard, that such approval will not affect the security for, or the timely and full collectability of, the related Mortgage Loan or Serviced Whole Loan. Subject to Section 3.10, the Trustee shall furnish, or cause to be furnished, to the Master Servicer and the Special Servicer any powers of attorney and other documents necessary or appropriate to enable the Master Servicer or the Special Servicer, as the case may be, to carry out its servicing and administrative duties hereunder; provided, however, that the Trustee shall not be held liable, and shall be indemnified by the Master Servicer or the Special Servicer, as applicable, for any negligence with respect to, or willful misuse of, any such power of attorney by the Master Servicer or the Special Servicer, as the case may be; and further provided provided, further, that neither the Master Servicer nor the Special Servicer, without the written consent of the Trustee's written consent, shall initiate any action in the name of the Trustee's name , without indicating its representative capacity or cause the Trustee to be registered to do business in any state. (b) Subject to Section 3.01(a) and Section 3.24(f) (taking account of Section 3.24(g)), the Master Servicer and the Special Servicer each shall have full power and authority, acting alone or, subject to Section 3.223.23, through Sub-Servicers, to do or cause to be done any and all things in connection with such servicing and administration which it may deem necessary or desirable. (c) The relationship of the Master Servicer and the Special Servicer to the Trustee and, unless the same Person acts in both multiple capacities, to each other under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent. Unless the same Person acts in both capacities, the Master Servicer shall have no responsibility for the performance by the Special Servicer of its duties under this Agreement, and the Special Servicer shall have no responsibility for the performance of the Master Servicer under this Agreement. (d) Subject to Section 3.01(a), each of the Master Servicer and Special Servicer shall service and administer each Mortgage Loan that is a Cross-Collateralized Mortgage Loan as a single Mortgage Loan in each case as and when it deems such treatment necessary and appropriate. (i) The parties hereto acknowledge that the AFR/Bank of America Portfolio Whole Loan is subject to the terms and conditions of the AFR/Bank of America Portfolio Agreement Among Noteholders and the AFR/Bank of America Portfolio A Notes Intercreditor Agreement. With respect to the AFR/Bank of America Portfolio Whole Loan, the Trustee, the Fiscal Agent, the Master Servicer and the Special Servicer recognize the respective rights and obligations of the Trust and the AFR/Bank of America Portfolio Companion Loan Holders under the AFR/Bank of America Portfolio Agreement Among Noteholders and the AFR/Bank of America Portfolio A Notes Intercreditor Agreement, including, with respect to the allocation of collections on or in respect of the AFR/Bank of America Portfolio Whole Loan in accordance with Sections 3 and 4 of the AFR/Bank of America Portfolio Agreement Among Noteholders and the AFR/Bank of America Portfolio A Notes Intercreditor Agreement. The Master Servicer shall comply with the applicable provisions of the AFR/Bank of America Portfolio Agreement Among Noteholders, including the provisions of Section 3 and 4 thereof, and the AFR/Bank of America Portfolio A Notes Intercreditor Agreement, and if the AFR/Bank of America Portfolio Whole Loan is then being specially serviced, the Special Servicer shall comply with the applicable provisions of the AFR/Bank of America Portfolio Agreement Among Noteholders, including, the provisions of Sections 3 and 4 thereof. (ii) The parties hereto acknowledge that the Water Tower Place Whole Loan is subject to the terms and conditions of the Water Tower Place Intercreditor Agreement. With respect to the Water Tower Place Whole Loan, the Trustee, the Fiscal Agent, the Master Servicer and the Special Servicer recognize the respective rights and obligations of the Trust and the Water Tower Place Companion Loan Holders under the Water Tower Place Intercreditor Agreement, including, with respect to the allocation of collections on or in respect of the Water Tower Place Whole Loan in accordance with Section 3.2

Servicing and Administration of the Mortgage Loans. (a) Each of the Master Servicer and the Special Servicer shall service and administer the Mortgage Loans that it is obligated to service and administer pursuant to this Agreement on behalf of the Trustee and in the best interests of and for the benefit of the Certificateholders (as determined by the Master Servicer or the Special Servicer, as the case may be, in its good faith and reasonable judgment), in accordance with applicable law, the terms of this Agreement and the terms of the respective Mortgage Loans and, to the extent consistent with the foregoing, further as follows: (i) with the same care, skill and diligence as is normal and usual in its general mortgage servicing and REO property management activities on behalf of third parties or on behalf of itself, whichever is higher, with respect to mortgage loans and REO properties that are comparable to those for which it is responsible hereunder; (ii) with a view to the timely collection of all scheduled payments of principal and interest under the Mortgage Loans or, if a Mortgage Loan comes into and continues in default and if, in the good faith and reasonable judgment of the Special Servicer, no satisfactory arrangements can be made for the collection of the delinquent payments, the maximization of the recovery on such Mortgage Loan to the Certificateholders (as a collective whole) on a present value basis (the relevant discounting of anticipated collections that will be distributable to Certificateholders to be performed at the related Net Mortgage Rate); and (iii) without regard to (A) any relationship that the Master Servicer or the Special Servicer, as the case may be, or any Affiliate thereof may have with the related Mortgagor, (B) the ownership of any Certificate by the Master Servicer or the Special Servicer, as the case may be, or by any Affiliate thereof, (C) the Master Servicer's obligation to make Advances, (D) the Special Servicer's obligation to make (or to direct the Master Servicer to make) make Servicing Advances, (E) the right of the Master Servicer (or any Affiliate thereof) or the Special Servicer (or any Affiliate thereof), as the case may be, to receive reimbursement of costs, or the sufficiency of any compensation payable to it, hereunder or with respect to any particular transaction and (F) the obligation of GMACCM, as a Mortgage Loan Seller, GMACCM to repurchase Mortgage Loans pursuant to Section 6(b4(b) of the Mortgage Loan Purchase Agreement or Section 4(b) of each related Supplemental Agreement (the conditions set forth in the immediately foregoing clauses (i), (ii) and (iii), the "Servicing Standard"). Without limiting the generality of the foregoing, each of the Master Servicer and the Special Servicer, in its own name, in connection with its servicing and administrative duties hereunder is hereby authorized and empowered by the Trustee Trustee, to exercise efforts consistent with the foregoing standard and to execute and deliver, on behalf of the Certificateholders and the Trustee or any of them, any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien created by any Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and related collateral; subject to Section 3.203.21, any and all modifications, waivers, amendments or consents to or with respect to any documents contained in the related Mortgage File; and any and all instruments of satisfaction or cancellation, or of full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans and the Mortgaged Properties. Each of the Master Servicer and the Special Servicer is also authorized to approve a request by a Mortgagor under a Mortgage Loan that it is obligated to service and administer pursuant to this Agreement, for an easement, consent to alteration or demolition, and for other similar matters, provided that the Master Servicer or the Special Servicer, as the case may be, determines, exercising its good faith business judgment and in accordance with the Servicing Standard, that such approval will not affect the security for, or the timely and full collectability of, the related Mortgage Loan. Subject to Section 3.10, the Trustee shall furnish, or cause to be furnished, to the Master Servicer and the Special Servicer any powers of attorney and other documents necessary or appropriate to enable the Master Servicer or the Special Servicer, as the case may be, to carry out its servicing and administrative duties hereunder; provided, however, that the Trustee shall not be held liable, and shall be indemnified by the Master Servicer or the Special Servicer, as applicable, for any negligence with respect to, or willful misuse of, any such power of attorney by the Master Servicer or the Special Servicer, as the case may be; and further provided that neither the Master Servicer nor the Special Servicer, without the written consent of the Trustee's written consent, shall initiate any action in the name of the Trustee's name , without indicating its representative capacity or cause the Trustee to be registered to do business in any state. (b) Subject to Section 3.01(a) and Section 3.24(f) (taking account of Section 3.24(g)), the Master Servicer and the Special Servicer each shall have full power and authority, acting alone or, subject to Section 3.223.23, through Sub-Servicers, to do or cause to be done any and all things in connection with such servicing and administration which it may deem necessary or desirable. (c) The relationship of the Master Servicer and the Special Servicer to the Trustee and, unless the same Person acts in both capacities, to each other under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent. Unless the same Person acts in both capacities, the Master Servicer shall have no responsibility for the performance by the Special Servicer of its duties under this Agreement, and the Special Servicer shall have no responsibility for the performance of the Master Servicer under this Agreement. (d) Subject to Section 3.01(a), each of the Master Servicer and Special Servicer shall service and administer each Mortgage Loan that is a Cross-Collateralized Mortgage Loan as a single Mortgage Loan in each case as and when it deems such treatment necessary and appropriate.

Servicing and Administration of the Mortgage Loans. (a) Each of the Master Servicer and the Special Servicer shall service and administer the Mortgage Loans that it is obligated (excluding the John Hancock Tower Mortgage Loan and the Boulevard Mall Mortgage Loan) and the Serviced Whole Loans txxx xx xx xxxxxxxxx to service and administer pursuant to this Agreement on behalf of the Trustee and in the best interests of and for the benefit of the Certificateholders and, with respect to the Serviced Whole Loans, on behalf of the Certificateholders and the related Serviced Companion Loan Holders (as a collective whole) (as determined by the Master Servicer or the Special Servicer, as the case may be, in its good faith and reasonable judgment), in accordance with applicable law, the terms of this Agreement and the terms of the respective Mortgage Loans and Serviced Companion Loans, respectively, and, to the extent consistent with the foregoing, further as follows: (i) with the same care, skill and diligence as is normal and usual in its general mortgage servicing and REO property management activities on behalf of third parties or on behalf of itself, whichever is higher, with respect to mortgage loans and REO properties that are comparable to those for which it is responsible hereunder; (ii) with a view to the timely collection of all scheduled payments of principal and interest under the Mortgage Loans and Serviced Companion Loans or, if a Mortgage Loan or Serviced Whole Loan comes into and continues in default and if, in the good faith and reasonable judgment of the Special Servicer, no satisfactory arrangements can be made for the collection of the delinquent payments, the maximization of the recovery on such Mortgage Loan to the Certificateholders (as a collective whole) and, with respect to the Serviced Whole Loans, the maximization of the recovery on the Serviced Whole Loans, to the Certificateholders and the Serviced Companion Loan Holders (as a collective whole), on a present value basis (the relevant discounting of anticipated collections that will be distributable to Certificateholders or the Serviced Companion Loan Holders, as applicable, to be performed at the related Net Mortgage Rate); and (iii) without regard to (A) any relationship that the Master Servicer or the Special Servicer, as the case may be, or any Affiliate thereof may have with the related Mortgagor, (B) the ownership of any Certificate or any Serviced Companion Loan Security by the Master Servicer or the Special Servicer, as the case may be, or by any Affiliate thereof, (C) the Master Servicer's obligation to make Advances, (D) the Special Servicer's obligation to make (or to direct the Master Servicer to make) make Servicing Advances, (E) the right of the Master Servicer (or any Affiliate thereof) or the Special Servicer (or any Affiliate thereof), as the case may be, to receive reimbursement of costs, or the sufficiency of any compensation payable to it, hereunder or with respect to any particular transaction and (F) the obligation of GMACCM, as a Mortgage Loan Seller, GMACCM to repurchase Mortgage Loans pursuant to Section 6(b4(b) of the Mortgage Loan Purchase Agreement or Section 4(b) of each Supplemental Agreement (the conditions set forth in the immediately foregoing clauses (i), (ii) and (iii), the "Servicing Standard"). Without limiting the generality of the foregoing, each of the Master Servicer and the Special Servicer, in its own name, in connection with its servicing and administrative duties hereunder is hereby authorized and empowered by the Trustee Trustee, to exercise efforts consistent with the foregoing standard and to execute and deliver, on behalf of the Certificateholders Certificateholders, the Serviced Companion Loan Holders and the Trustee or any of them, any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien created by any Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and related collateral; subject to Section 3.203.21, any and all modifications, waivers, amendments or consents to or with respect to any documents contained in the related Mortgage File; and any and all instruments of satisfaction or cancellation, or of full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans, the Serviced Whole Loans and the Mortgaged Properties. Each of the Master Servicer and the Special Servicer is also authorized to approve a request by a Mortgagor under a Mortgage Loan or Serviced Whole Loan that it is obligated to service and administer pursuant to this Agreement, 100 for an easement, consent to alteration or demolition, and for other similar matters; provided, provided that the Master Servicer or the Special Servicer, as the case may be, determines, exercising its good faith business judgment and in accordance with the Servicing Standard, that such approval will not affect the security for, or the timely and full collectability of, the related Mortgage Loan or Serviced Whole Loan. Subject to Section 3.10, the Trustee shall furnish, or cause to be furnished, to the Master Servicer and the Special Servicer any powers of attorney and other documents necessary or appropriate to enable the Master Servicer or the Special Servicer, as the case may be, to carry out its servicing and administrative duties hereunder; provided, however, that the Trustee shall not be held liable, and shall be indemnified by the Master Servicer or the Special Servicer, as applicable, for any negligence with respect to, or willful misuse of, any such power of attorney by the Master Servicer or the Special Servicer, as the case may be; and further provided provided, further, that neither the Master Servicer nor the Special Servicer, without the written consent of the Trustee's written consent, shall initiate any action in the name of the Trustee's name , without indicating its representative capacity or cause the Trustee to be registered to do business in any state. (b) Subject to Section 3.01(a) and Section 3.24(f) (taking account of Section 3.24(g)), the Master Servicer and the Special Servicer each shall have full power and authority, acting alone or, subject to Section 3.223.23, through Sub-Servicers, to do or cause to be done any and all things in connection with such servicing and administration which it may deem necessary or desirable. (c) The relationship of the Master Servicer and the Special Servicer to the Trustee and, unless the same Person acts in both multiple capacities, to each other under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent. Unless the same Person acts in both capacities, the Master Servicer shall have no responsibility for the performance by the Special Servicer of its duties under this Agreement, and the Special Servicer shall have no responsibility for the performance of the Master Servicer under this Agreement. (d) Subject to Section 3.01(a), each of the Master Servicer and Special Servicer shall service and administer each Mortgage Loan that is a Cross-Collateralized Mortgage Loan as a single Mortgage Loan in each case as and when it deems such treatment necessary and appropriate. (i) The parties hereto acknowledge that the Geneva Commons Whole Loan is subject to the terms and conditions of the Geneva Commons Intercreditor Agreement. With respect to the Geneva Commons Whole Loan, the Trustee, the Master Servicer and the Special Servicer recognize the respective rights and obligations of the Trust and the Geneva Commons Companion Loan Holder under the Geneva Commons Intercreditor Agreement, including with respect to the allocation of collections on or in respect of the Geneva Commons Whole Loan in accordance with Section 3.2

Servicing and Administration of the Mortgage Loans. (a) Each of the Master Servicer and the Special Servicer shall service and administer (i) the Mortgage Loans (excluding the Mesa Grande Loan Group) that it is obligated to service and administer pursuant to this Agreement on behalf of the Trustee and in the best interests of and for the benefit of the Certificateholders (as determined by the Master Servicer or the Special Servicer, as the case may be, in its good faith and reasonable judgment) and (ii) the Mesa Grande Loan Group pursuant to this Agreement and the Co-Lender Agreement on behalf of the Certificateholders and the Companion Lender in the best interests of and for the benefit of the Certificateholders and the Companion Lender as a collective whole (as determined by the Master Servicer or the Special Servicer, as the case may be, in its good faith and reasonable judgment), in the case of both (i) and (ii), in accordance with applicable law, the terms of this Agreement and the terms of the respective Mortgage Loans and/or the Companion Loan and, to the extent consistent with the foregoing, further as follows: (ix) with the same care, skill and diligence as is normal and usual in its general mortgage servicing and REO property management activities on behalf of third parties or on behalf of itself, whichever is higher, with respect to mortgage loans and REO properties that are comparable to those for which it is responsible hereunder; (iiy) with a view to the timely collection of all scheduled payments of principal and interest under the Mortgage Loans and the Companion Loan or, if a Mortgage Loan or the Companion Loan comes into and continues in default and if, in the good faith and reasonable judgment of the Special Servicer, no satisfactory arrangements can be made for the collection of the delinquent payments, the maximization of the recovery on such Mortgage Loan to the Certificateholders (as a collective whole) or the maximization of the recovery on such Companion Loan to the Companion Lender, as the case may be, on a present value basis (the relevant discounting of anticipated collections that will be distributable to Certificateholders or the Companion Lender to be performed at the related Net Mortgage Rate); and (iiiz) without regard to (A) any relationship that the Master Servicer or the Special Servicer, as the case may be, or any Affiliate thereof may have with the related Mortgagor, (B) the ownership of any Certificate or the Companion Loan by the Master Servicer or the Special Servicer, as the case may be, or by any Affiliate thereof, (C) the Master Servicer's obligation to make Advances, (D) the Special Servicer's obligation to make (or to direct the Master Servicer to make) Servicing Advances, (E) the right of the Master Servicer (or any Affiliate thereof) or the Special Servicer (or any Affiliate thereof), as the case may be, to receive reimbursement of costs, or the sufficiency of any compensation payable to it, hereunder or with respect to any particular transaction and (F) the obligation of GMACCM, as a Mortgage Loan Seller, GMACCM to repurchase Mortgage Loans pursuant to Section 6(b4(b) of the Mortgage Loan Purchase Agreement or Section 4(b) of each Supplemental Agreement (the conditions set forth in the immediately foregoing clauses (ix), (iiy) and (iiiz), the "Servicing Standard"). Without limiting the generality of the foregoing, each of the Master Servicer and the Special Servicer, in its own name, in connection with its servicing and administrative duties hereunder is hereby authorized and empowered by the Trustee and, pursuant to the Co-Lender Agreement is authorized by the Companion Lender, to exercise efforts consistent with the foregoing standard and to execute and deliver, on behalf of the Certificateholders and Certificateholders, the Trustee Trustee, the Companion Lender or any of them, any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien created by any Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and related collateral; subject to Section 3.203.21, any and all modifications, waivers, amendments or consents to or with respect to any documents contained in the related Mortgage File or the Companion Loan File; and any and all instruments of satisfaction or cancellation, or of full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans Loans, the Companion Loan and the Mortgaged Properties. Each of the Master Servicer and the Special Servicer is also authorized to approve a request by a Mortgagor under a Mortgage Loan or Companion Loan that it is obligated to service and administer pursuant to this Agreement, for an easement, consent to alteration or demolition, and for other similar matters, provided that the Master Servicer or the Special Servicer, as the case may be, determines, exercising its good faith business judgment and in accordance with the Servicing Standard, that such approval will not affect the security for, or the timely and full collectability of, the related Mortgage Loan or Companion Loan. Subject to Section 3.10, the Trustee shall furnish, or cause to be furnished, and pursuant to the Co-Lender Agreement, the Companion Lender has agreed to furnish, or cause to be furnished, to the Master Servicer and the Special Servicer any powers of attorney and other documents necessary or appropriate to enable the Master Servicer or the Special Servicer, as the case may be, to carry out its servicing and administrative duties hereunder; provided, however, that the Trustee and the Companion Lender shall not be held liable, and shall be indemnified by the Master Servicer or the Special Servicer, as applicable, for any negligence with respect to, or misuse of, any such power of attorney by the Master Servicer or the Special Servicer, as the case may be; and further provided that neither the Master Servicer nor the Special Servicer, without the Trustee's written consentconsent of the Trustee or the Companion Lender, shall initiate any action in the Trustee's name of the Trustee or the Companion Lender, as applicable, without indicating its representative capacity or cause the Trustee or the Companion Lender to be registered to do business in any state. (b) Subject to Section 3.01(a), the Master Servicer and the Special Servicer each shall have full power and authority, acting alone or, subject to Section 3.223.23, through Sub-Servicers, to do or cause to be done any and all things in connection with such servicing and administration which it may deem necessary or desirable. (c) The relationship of the Master Servicer and the Special Servicer to the Trustee and the Companion Lender and, unless the same Person acts in both capacities, to each other under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent. Unless the same Person acts in both capacities, the Master Servicer shall have no responsibility for the performance by the Special Servicer of its duties under this Agreement, and the Special Servicer shall have no responsibility for the performance of the Master Servicer under this Agreement. (d) Subject to Section 3.01(a), each of the Master Servicer and Special Servicer shall service and administer each Mortgage Loan that is a Cross-Collateralized Mortgage Loan as a single Mortgage Loan in each case as and when it deems such treatment necessary and appropriate. Subject to Section 3.01(a), each of the Master Servicer and the Special Servicer shall service and administer the Mesa Grande Loan Group as a single mortgage loan as and when it deems such treatment necessary and appropriate. (e) The Companion Loan shall be serviced and administered by the Master Servicer and the Special Servicer pursuant to the terms of this Agreement for so long as the Mesa Grande Mortgage Loan is included in the Trust Fund. If the Mesa Grande Mortgage Loan is removed from the Trust Fund or this Agreement is terminated, the servicing and administration of the Mesa Grande Mortgage Loan and the Companion Loan shall be retained or transferred by the Master Servicer or Special Servicer as specified in the Co-Lender Agreement.

Servicing and Administration of the Mortgage Loans. (a) Each of the Master Servicer and the Special Servicer shall service and administer the Mortgage Loans that it is obligated to service and administer pursuant to this Agreement on behalf of the Trustee and in the best interests of and for the benefit of the Certificateholders (as determined by the Master Servicer or the Special Servicer, as the case may be, in its good faith and reasonable judgment), in accordance with applicable law, the terms of this Agreement and the terms of the respective Mortgage Loans and, to the extent consistent with the foregoing, further as follows: (i) with the same care, skill and diligence as is normal and usual in its general mortgage servicing and REO property management activities on behalf of third parties or on behalf of itself, whichever is higher, with respect to mortgage loans and REO properties that are comparable to those for which it is responsible hereunder; (ii) with a view to the timely collection of all scheduled payments of principal and interest under the Mortgage Loans or, if a Mortgage Loan comes into and continues in default and if, in the good faith and reasonable judgment of the Special Servicer, no satisfactory arrangements can be made for the collection of the delinquent payments, the maximization of the recovery on such Mortgage Loan to the Certificateholders (as a collective whole) on a present value basis (the relevant discounting of anticipated collections that will be distributable to Certificateholders to be performed at the related Net Mortgage Rate); and (iii) without regard to (A) any relationship that the Master Servicer or the Special Servicer, as the case may be, or any Affiliate thereof may have with the related Mortgagor, (B) the ownership of any Certificate by the Master Servicer or the Special Servicer, as the case may be, or by any Affiliate thereof, (C) the Master Servicer's obligation to make Advances, (D) the Special Servicer's obligation to make (or to direct the Master Servicer to make) Servicing Advances, (E) the right of the Master Servicer (or any Affiliate thereof) or the Special Servicer (or any Affiliate thereof), as the case may be, to receive reimbursement of costs, or the sufficiency of any compensation payable to it, hereunder or with respect to any particular transaction and (F) the obligation of GMACCM, as a Mortgage Loan Seller, to repurchase Mortgage Loans pursuant to Section 6(b) of the Mortgage Loan Purchase Agreement or Section 4(b) of each either Supplemental Agreement (the conditions set forth in the immediately foregoing clauses (i), (ii) and (iii), the "Servicing Standard"). Without limiting Consistent with the generality of the foregoing, each of the Master Servicer Servicing Standard and the Special Servicer, in its own name, in connection with its servicing terms and administrative duties hereunder is hereby authorized and empowered by the Trustee to exercise efforts consistent with the foregoing standard and to execute and deliverconditions of this Agreement, on behalf of the Certificateholders Trust Fund, the Master Servicer shall exercise the rights and remedies of the Trustee or any holder of them, any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien created by any Mortgage or other security document in Participation Interest under the related Mortgage File on the related Mortgaged Property and related collateral; subject to Section 3.20, any and all modifications, waivers, amendments or consents to or with respect to any documents contained in the related Mortgage File; and any and all instruments of satisfaction or cancellation, or of full release or dischargeParticipation Agreement, and shall take all other comparable instruments, with respect reasonable steps to cause the servicing and administration of the Mortgage Loans and the Mortgaged Properties. Each of the Master Servicer and the Special Servicer is also authorized subject thereto to approve a request by a Mortgagor under a Mortgage Loan that it is obligated to service and administer pursuant to this Agreement, for an easement, consent to alteration or demolition, and for other similar matters, provided that the Master Servicer or the Special Servicer, as the case may be, determines, exercising its good faith business judgment and be conducted in accordance with the Servicing Standard, that such approval will not affect the security forwith, or the timely and full collectability of, the related Mortgage Loan. Subject to Section 3.10, the Trustee shall furnish, or cause to be furnished, to the Master Servicer and the Special Servicer any powers of attorney and other documents necessary or appropriate to enable the Master Servicer or the Special Servicer, as the case may be, to carry out its servicing and administrative duties hereunder; provided, however, that the Trustee shall not be held liable, and shall be indemnified by the Master Servicer or the Special Servicer, as applicable, for any negligence with respect to, or misuse of, any such power of attorney by the Master Servicer or the Special Servicer, as the case may be; and further provided that neither the Master Servicer nor the Special Servicer, without the Trustee's written consent, shall initiate any action in the Trustee's name without indicating its representative capacity or cause the Trustee to be registered to do business in any state.in (b) Subject to Section 3.01(a), the Master Servicer and the Special Servicer each shall have full power and authority, acting alone or, subject to Section 3.22, through Sub-Servicers, to do or cause to be done any and all things in connection with such servicing and administration which it may deem necessary or desirable. (c) The relationship of the Master Servicer and the Special Servicer to the Trustee and, unless the same Person acts in both capacities, to each other under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent. Unless the same Person acts in both capacities, the Master Servicer shall have no responsibility for the performance by the Special Servicer of its duties under this Agreement, and the Special Servicer shall have no responsibility for the performance of the Master Servicer under this Agreement. (d) Subject to Section 3.01(a), each of the Master Servicer and Special Servicer shall service and administer each Mortgage Loan that is a Cross-Collateralized Mortgage Loan as a single Mortgage Loan as and when it deems such treatment necessary and appropriate.

Servicing and Administration of the Mortgage Loans. (a) Each of the Master Servicer and the Special Servicer shall service and administer the Mortgage Loans that it is obligated to service and administer pursuant to this Agreement on behalf of the Trustee and in the best interests of and for the benefit of the Certificateholders (as determined by the Master Servicer or the Special Servicer, as the case may be, in its good faith and reasonable judgment), in accordance with applicable law, the terms of this Agreement and the terms of the respective Mortgage Loans and, to the extent consistent with the foregoing, further as follows: (i) with the same care, skill and diligence as is normal and usual in its general mortgage servicing and REO property management activities on behalf of third parties or on behalf of itself, whichever is higher, with respect to mortgage loans and REO properties that are comparable to those for which it is responsible hereunder; (ii) with a view to the timely collection of all scheduled payments of principal and interest under the Mortgage Loans or, if a Mortgage Loan comes into and continues in default and if, in the good faith and reasonable judgment of the Special Servicer, no satisfactory arrangements can be made for the collection of the delinquent payments, the maximization of the recovery on such Mortgage Loan to the Certificateholders (as a collective whole) on a present value basis (the relevant discounting of anticipated collections that will be distributable to Certificateholders to be performed at the related Net Mortgage Rate); and (iii) without regard to (A) any relationship that the Master Servicer or the Special Servicer, as the case may be, or any Affiliate thereof may have with the related Mortgagor, (B) the ownership of any Certificate by the Master Servicer or the Special Servicer, as the case may be, or by any Affiliate thereof, (C) the Master Servicer's obligation to make Advances, (D) the Special Servicer's obligation to make (or to direct the Master Servicer to make) Servicing Advances, (E) the right of the Master Servicer (or any Affiliate thereof) or the Special Servicer (or any Affiliate thereof), as the case may be, to receive reimbursement of costs, or the sufficiency of any compensation payable to it, hereunder or with respect to any particular transaction and (F) the obligation of GMACCM, as a Mortgage Loan Seller, to repurchase Mortgage Loans pursuant to Section 6(b) of the Mortgage Loan Purchase Agreement or Section 4(b) of each either Supplemental Agreement (the conditions set forth in the immediately foregoing clauses (i), (ii) and (iii), the "Servicing Standard"). Consistent with the Servicing Standard and the terms and conditions of this Agreement, on behalf of the Trust Fund, the Master Servicer shall exercise the rights and remedies of the holder of the Participation Interest under the Participation Agreement, and shall take all reasonable steps to cause the servicing and administration of the Mortgage Loans subject thereto to be conducted in accordance with, or in a manner similar with that provided under, this Agreement. As provided by and in accordance with Section 6.01(a) of the Participation Agreement, GMACCM shall act as master servicer and special servicer with respect to the Mortgage Loans subject to the Participation Agreement unless it is terminated from acting in either such capacity in accordance with Section 8.01 of the Participation Agreement. Without limiting the generality of the foregoing, each of the Master Servicer and the Special Servicer, in its own name, in connection with its servicing and administrative duties hereunder is hereby authorized and empowered by the Trustee to exercise efforts consistent with the foregoing standard and to execute and deliver, on behalf of the Certificateholders and the Trustee or any of them, any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien created by any Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and related collateral; subject to Section 3.20, any and all modifications, waivers, amendments or consents to or with respect to any documents contained in the related Mortgage File; and any and all instruments of satisfaction or cancellation, or of full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans and the Mortgaged Properties. Each of the Master Servicer and the Special Servicer is also authorized to approve a request by a Mortgagor under a Mortgage Loan that it is obligated to service and administer pursuant to this Agreement, for an easement, consent to alteration or demolition, and for other similar matters, provided that the Master Servicer or the Special Servicer, as the case may be, determines, exercising its good faith business judgment and in accordance with the Servicing Standard, that such approval will not affect the security for, or the timely and full collectability of, the related Mortgage Loan. Subject to Section 3.10, the Trustee shall furnish, or cause to be furnished, to the Master Servicer and the Special Servicer any powers of attorney and other documents necessary or appropriate to enable the Master Servicer or the Special Servicer, as the case may be, to carry out its servicing and administrative duties hereunder; provided, however, that the Trustee shall not be held liable, and shall be indemnified by the Master Servicer or the Special Servicer, as applicable, for any negligence with respect to, or misuse of, any such power of attorney by the Master Servicer or the Special Servicer, as the case may be; and further provided that neither the Master Servicer nor the Special ServicerServicer shall, without the Trustee's written consent, shall be able to initiate any action in the Trustee's name without indicating its representative capacity or cause the Trustee to be registered to do business in any state. (b) Subject to Section 3.01(a), the Master Servicer and the Special Servicer each shall have full power and authority, acting alone or, subject to Section 3.22, through Sub-Servicers, to do or cause to be done any and all things in connection with such servicing and administration which it may deem necessary or desirable. (c) The relationship of the Master Servicer and the Special Servicer to the Trustee and, unless the same Person acts in both capacities, to each other under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent. Unless the same Person acts in both capacities, the Master Servicer shall have no responsibility for the performance by the Special Servicer of its duties under this Agreement, and the Special Servicer shall have no responsibility for the performance of the Master Servicer under this Agreement. (d) Subject to Section 3.01(a), each of the Master Servicer and Special Servicer shall service and administer each Mortgage Loan that is a Cross-Collateralized Mortgage Loan as a single Mortgage Loan as and when it deems such treatment necessary and appropriate.

Servicing and Administration of the Mortgage Loans. (a) Each of the Master Servicer and the Special Servicer shall service and administer the Mortgage Loans that it is obligated to service and administer pursuant to this Agreement on behalf of the Trustee and in the best interests of and for the benefit of the Certificateholders (as determined by the Master Servicer or the Special Servicer, as the case may be, in its good faith and reasonable judgment), in accordance with applicable law, the terms of this Agreement and the terms of the respective Mortgage Loans and, to the extent consistent with the foregoing, further as follows: (i) with the same care, skill and diligence as is normal and usual in its general mortgage servicing and REO property management activities on behalf of third parties or on behalf of itself, whichever is higher, with respect to mortgage loans and REO properties that are comparable to those for which it is responsible hereunder; (ii) with a view to the timely collection of all scheduled payments of principal and interest under the Mortgage Loans or, if a Mortgage Loan comes into and continues in default and if, in the good faith and reasonable judgment of the Special Servicer, no satisfactory arrangements can be made for the collection of the delinquent payments, the maximization of the recovery on such Mortgage Loan to the Certificateholders (as a collective whole) on a present value basis (the relevant discounting of anticipated collections that will be distributable to Certificateholders to be performed at the related Net Mortgage Rate); and (iii) without regard to (A) any relationship that the Master Servicer or the Special Servicer, as the case may be, or any Affiliate thereof may have with the related Mortgagor, (B) the ownership of any Certificate by the Master Servicer or the Special Servicer, as the case may be, or by any Affiliate thereof, (C) the Master Servicer's obligation to make Advances, (D) the Special Servicer's obligation to make (or to direct the Master Servicer to make) Servicing Advances, Advances and (E) the right of the Master Servicer (or any Affiliate thereof) or the Special Servicer (or any Affiliate thereof), as the case may be, to receive reimbursement of costs, or the sufficiency of any compensation payable to it, hereunder or with respect to any particular transaction and (F) the obligation of GMACCM, as a Mortgage Loan Seller, to repurchase Mortgage Loans pursuant to Section 6(b) of the Mortgage Loan Purchase Agreement or Section 4(b) of each Supplemental Agreement (the conditions set forth in the immediately foregoing clauses (i), (ii) and (iii), the "Servicing Standard"). Without limiting the generality of the foregoing, each of the Master Servicer and the Special Servicer, in its own name, in connection with its servicing and administrative duties hereunder is hereby authorized and empowered by the Trustee to exercise efforts consistent with the foregoing standard and to execute and deliver, on behalf of the Certificateholders and the Trustee or any of them, any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien created by any Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and related collateral; subject to Section 3.20, any and all modifications, waivers, amendments or consents to or with respect to any documents contained in the related Mortgage File; and any and all instruments of satisfaction or cancellation, or of full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans and the Mortgaged Properties. Each of the Master Servicer and the Special Servicer is also authorized to approve a request by a Mortgagor under a Mortgage Loan that it is obligated to service and administer pursuant to this Agreement, for an easement, consent to alteration or demolition, and for other similar matters, provided that the Master Servicer or the Special Servicer, as the case may be, determines, exercising its good faith business judgment and in accordance with the Servicing Standard, that such approval will not affect the security for, or the timely and full collectability of, the related Mortgage Loan. Subject to Section 3.10, the Trustee shall furnish, or cause to be furnished, to the Master Servicer and the Special Servicer any powers of attorney and other documents necessary or appropriate to enable the Master Servicer or the Special Servicer, as the case may be, to carry out its servicing and administrative duties hereunder; provided, however, that the Trustee shall not be held liable, and shall be indemnified by the Master Servicer or the Special Servicer, as applicable, liable for any negligence with respect to, or misuse of, any such power of attorney by the Master Servicer or the Special Servicer, as the case may be; and further provided that neither the Master Servicer nor the Special Servicer, without the Trustee's written consent, shall initiate any action in the Trustee's name without indicating its representative capacity or cause the Trustee to be registered to do business in any state. (b) Subject to Section 3.01(a), the Master Servicer and the Special Servicer each shall have full power and authority, acting alone or, subject to Section 3.22, through Sub-Servicers, to do or cause to be done any and all things in connection with such servicing and administration which it may deem necessary or desirable. (c) The relationship of the Master Servicer and the Special Servicer to the Trustee and, unless the same Person acts in both capacities, to each other under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent. Unless the same Person acts in both capacities, the Master Servicer shall have no responsibility for the performance by the Special Servicer of its duties under this Agreement, and the Special Servicer shall have no responsibility for the performance of the Master Servicer under this Agreement. (d) Subject to Section 3.01(a), each of the Master Servicer and Special Servicer shall service and administer each Mortgage Loan that is a Cross-Collateralized Mortgage Loan as a single Mortgage Loan as and when it deems such treatment necessary and appropriate.