Common use of Sub-Servicer to Service Clause in Contracts

Sub-Servicer to Service. (a) The Sub-Servicer, as an independent contractor, shall service and administer the Mortgage Loans and the Serviced Pari Passu Companion Loan on behalf of the Trust Fund and Trustee (for the benefit of the Certificateholders or in the case of the Serviced Pari Passu Companion Loan for the benefit of the Certificateholders and the Companion Loan Holder as a collective whole as if such Certificateholders and Companion Loan Holder constituted a single lender, subject to the terms and conditions of the related Co-Lender Agreement) as determined in the good faith and reasonable judgment of the Sub-Servicer in accordance with: (i) any and all applicable laws; (ii) the express terms of this Agreement, the Pooling and Servicing Agreement, the Loan Documents and, in the case of the Serviced Pari Passu Companion Loan, the related Co-Lender Agreement, and (iii) to the extent consistent with the foregoing, the Servicing Standard under the Pooling and Servicing Agreement. (b) The Sub-Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer as set forth in those sections of the Pooling and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c) of this Agreement (the “Incorporated Sections”), as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Sub-Servicer that the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information Provider, the Asset Representations Reviewer, the Underwriters, the Controlling Class Representative, the Operating Advisor, the Rating Agencies, the Certificateholders, the Serviced Companion Loan Holder and the Special Servicer (including, without limitation, the right of the Special Servicer to direct the Master Servicer during certain periods) have with respect to the Master Servicer under the Pooling and Servicing Agreement to the extent that the Sub-Servicer is acting on behalf of the Master Servicer hereunder and except as otherwise set forth herein. Without limiting the foregoing, and subject to Section 3.22 of the Pooling and Servicing Agreement as modified herein, the Sub-Servicer shall service and administer all of the Mortgage Loans and the Serviced Pari Passu Companion Loan so long as they are not Specially Serviced Loans; provided, however, that the Sub-Servicer shall continue to receive payments (and provide notice to the Master Servicer of such payments), collect information and prepare and deliver reports to the Master Servicer required hereunder with respect to any Mortgage Loan or Serviced Pari Passu Companion Loan that is a Specially Serviced Loans, and render such incidental services with respect to any Specially Serviced Loans as and to the extent as may be specifically provided for herein with respect to any Specially Serviced Loans to the extent such provisions of the Pooling and Servicing Agreement are incorporated herein pursuant to Section 3.01(c) of this Agreement, and further to render such incidental services with respect to any Specially Serviced Loans as are specifically provided for under Section 3.01(c) of this Agreement. All references herein to the respective duties of the Sub-Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.22 of the Pooling and Servicing Agreement, as modified herein, and to the Special Servicer’s rights to service Specially Serviced Loans. Except as otherwise set forth below, for purposes of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information Provider, the Special Servicer, the Underwriters, the Operating Advisor, the Asset Representations Reviewer, the Controlling Class Representative, the Rating Agencies, the Serviced Companion Loan Holder and the Certificateholders in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder, (ii) references to the Master Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Sub-Servicer hereunder, (iii) references to the Mortgage Loans (as defined in the Pooling and Servicing Agreement), the Serviced Loan Combination (as defined in the Pooling and Servicing Agreement) and the Serviced Pari Passu Companion Loans or the Serviced Companion Loans (each as defined in the Pooling and Servicing Agreement) in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Mortgage Loans (as defined in this Agreement), the Serviced Loan Combination (as defined in this Agreement) and the Serviced Pari Passu Companion Loan (as defined in this Agreement), respectively, and (iv) references to the Pooling and Servicing Agreement in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to this Agreement (such modifications of the Incorporated Sections (and of the defined terms used therein) pursuant to clauses (i) through (iv) of this sentence shall be referred to herein as the “References Modification”). In each case where the Master Servicer is given any power to act under the provisions of the Incorporated Sections, such power is hereby delegated to the Sub-Servicer to the extent necessary to perform its obligations under this Agreement and subject to any restrictions in this Agreement. The Sub-Servicer shall perform the duties and obligations allocated to the Sub-Servicer as reflected on the Task List. To the extent of any conflict or inconsistency between the Task List and this Agreement (other than the Task List), this Agreement shall control. Without limiting the generality of the foregoing, with respect to any requirement in an Incorporated Section for the Master Servicer to provide notices or documents to, or otherwise communicate with, any other party to the Pooling and Servicing Agreement, it is the intent of the parties hereto that, except as required by Article X of the Pooling and Servicing Agreement as incorporated herein and except as expressly set forth herein, the Sub-Servicer provide such notices or documents to, or otherwise communicate with, the Master Servicer, and the Master Servicer provide such notices or documents to, or otherwise communicate with, the other party or parties to the Pooling and Servicing Agreement. (c) The following Sections of the Pooling and Servicing Agreement, unless otherwise provided in this Section 3.01(c), are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to the References Modification, are hereby further modified as set forth below:

Sub-Servicer to Service. (a) The Sub-Servicer, as an independent contractor, shall diligently service and administer the Mortgage Loans and the Serviced Pari Passu Companion Loan in accordance with applicable law, this Agreement, the Mortgage Loan documents and the related Intercreditor Agreement on behalf of the Trust Fund and Trustee (in the best interests of and for the benefit of the Certificateholders or in the case of the Serviced Pari Passu Companion Loan for the benefit of the Certificateholders and the Companion Loan Holder as a collective whole as if such Certificateholders and Companion Loan Holder constituted a single lender, subject to the terms and conditions of the related Co-Lender Agreement) as determined in the good faith and reasonable judgment of the Sub-Servicer in accordance with: (i) any and all applicable laws; (ii) the express terms of this Agreement, the Pooling and Servicing Agreement, the Loan Documents and, in the case of the Serviced Pari Passu Companion Loan, the related CoCompanion Holder and the Trustee (as holder of the Lower-Lender AgreementTier Regular Interests), as a collective whole, taking into account the pari passu nature of such Companion Loan, as a collective whole, and (iii) to the extent in a manner consistent with the foregoing, the Servicing Standard under the Pooling and Servicing Agreement. (b) The Sub-Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer and the Companion Paying Agent (with respect to the Mortgage Loans and the Serviced Pari Passu Companion Loan subject to this Agreement) as set forth in those sections of the Pooling and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c) of this Agreement (the “Incorporated Sections”), as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Sub-Servicer that the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information Provider, the Asset Representations Reviewer, the Underwriters, the Controlling Class RepresentativeDirecting Certificateholder, the Operating Advisor, the Rating Agencies, the Certificateholders, the Serviced Companion Loan Holder Certificateholders and the Special Servicer (including, without limitation, the right of the Special Servicer to direct the Master Servicer during certain periods) have with respect to the Master Servicer under the Pooling and Servicing Agreement to the extent that the Sub-Servicer is acting on behalf of the Master Servicer hereunder and except as otherwise set forth herein. Without limiting the foregoing, and subject to Section 3.22 3.19 of the Pooling and Servicing Agreement as modified herein, the Sub-Servicer shall service and administer all of the Mortgage Loans and the Serviced Pari Passu Companion Loan so long as they that are not Specially Serviced Loans; provided, however, that the Sub-Servicer shall continue to receive payments (and provide notice to the Master Servicer of such payments), collect information and prepare and deliver reports to the Master Servicer required hereunder with respect to any Mortgage Loan or Serviced Pari Passu Companion Loan that is a Specially Serviced Loans, and render such incidental services with respect to any Specially Serviced Loans as and to the extent as may be specifically provided for herein with respect to any Specially Serviced Loans to the extent such provisions of the Pooling and Servicing Agreement are incorporated herein pursuant to Section 3.01(c) of this Agreement, and further to render such incidental services with respect to any Specially Serviced Loans as are specifically provided for under Section 3.01(c) of this Agreement. All references herein to the respective duties of the Sub-Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.22 3.19 of the Pooling and Servicing Agreement, as modified herein, and to the Special Servicer’s rights to service Specially Serviced Loans. Except as otherwise set forth below, for purposes of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information Provider, the Special Servicer, the Underwriters, the Operating Advisor, the Asset Representations Reviewer, the Controlling Class RepresentativeDirecting Certificateholder, the Rating Agencies, the Serviced Companion Loan Holder Agencies and the Certificateholders in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder, (ii) references to the Master Servicer and the Companion Paying Agent in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Sub-Servicer hereunder, (iii) references to the Mortgage Loans (as defined in the Pooling and Servicing Agreement), the Serviced Loan Combination (as defined in the Pooling and Servicing Agreement) and the Serviced Pari Passu Companion Loans or the Serviced Companion Loans (each as defined in the Pooling and Servicing Agreement) in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Mortgage Loans (as defined in this Agreement), the Serviced Loan Combination (as defined in this Agreement) and the Serviced Pari Passu Companion Loan (as defined in this Agreement), respectively, and (iv) references to the Pooling and Servicing Agreement in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to this Agreement (such modifications of the Incorporated Sections (and of the defined terms used therein) pursuant to clauses (i) through (iv) of this sentence shall be referred to herein as the “References Modification”). In each case where the Master Servicer is given any power to act under the provisions of the Incorporated Sections, such power is hereby delegated to the Sub-Servicer to the extent necessary to perform its obligations under this Agreement and subject to any restrictions in this Agreement. The Sub-Servicer shall perform the duties and obligations allocated to the Sub-Servicer as reflected on the Task List. To the extent of any conflict or inconsistency between the Task List and this Agreement (other than the Task List), this Agreement shall control. Without limiting the generality of the foregoing, with respect to any requirement in an Incorporated Section for the Master Servicer to provide notices or documents to, or otherwise communicate with, any other party to the Pooling and Servicing Agreement, it is the intent of the parties hereto that, except as required by Article X XI of the Pooling and Servicing Agreement as incorporated herein and except as expressly set forth hereinwith respect to providing notices or documents to, making distributions to, or otherwise communicate with, the Companion Holder, the Sub-Servicer provide such notices or documents to, or otherwise communicate with, the Master Servicer, and the Master Servicer provide such notices or documents to, or otherwise communicate with, the other party or parties to the Pooling and Servicing Agreement. (c) The following Sections of the Pooling and Servicing Agreement, unless otherwise provided in this Section 3.01(c), are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to the References Modification, are hereby further modified as set forth below: (1) Section 2.01(g). Franchise Agreement Matters for Certain Hotel Properties. (2) Section 3.01. Without limiting the generality of the obligations of the Sub-Servicer hereunder, the Sub-Servicer shall monitor and certify on a quarterly basis, starting with the quarter ending in March of 2016 (provided that the first such certification shall cover the period from the Closing Date to the end of such quarter), within thirty (30) days of the end of such quarter the information on each Mortgage Loan and the Serviced Pari Passu Companion Loan as required by, and in the form of, Exhibit E attached hereto, pursuant to Section 3.01(c)(21) of this Agreement. In addition, without limiting the generality of the foregoing, the Sub-Servicer shall take all necessary action to continue all UCC Financing Statements in favor of the originator of each Mortgage Loan or in favor of any assignee prior to the expiration of such UCC Financing Statements. The Sub-Servicer shall not modify, amend, waive or otherwise consent to any change of the terms of any Mortgage Loan except as allowed by this Agreement (including Section 3.01(c)(24) of this Agreement).

Sub-Servicer to Service. (a) The Sub-Servicer, as an independent contractor, shall service and administer the Mortgage Loans and Serviced Companion Loans in a manner consistent with the Serviced Pari Passu Companion Loan on behalf of the Trust Fund and Trustee (for the benefit of the Certificateholders or in the case of the Serviced Pari Passu Companion Loan for the benefit of the Certificateholders and the Companion Loan Holder as a collective whole as if such Certificateholders and Companion Loan Holder constituted a single lender, subject to the terms and conditions of the related Co-Lender Agreement) as determined in the good faith and reasonable judgment of the Sub-Servicer in accordance with: (i) any and all applicable laws; (ii) the express terms of this Agreement, Servicing Standard under the Pooling and Servicing Agreement, the Loan Documents Agreement and, in the case of the Serviced Pari Passu Companion Whole Loan, taking into account the related Co-Lender Agreement, and (iii) to pari passu nature of the extent consistent with the foregoing, the Servicing Standard under the Pooling and Servicing AgreementServiced Companion Loan . (b) The Sub-Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer (with respect to the Mortgage Loans and Serviced Companion Loans subject to this Agreement) as set forth in those sections of the Pooling and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c) of this Agreement (the “Incorporated Sections”), as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Sub-Servicer that the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information Provider, the Asset Representations Reviewer, the Underwriters, the Controlling Class RepresentativeCertificateholders, the Operating Advisor, the Rating Agencies, the Certificateholders17g-5 Information Provider, the Serviced Companion Loan Holder Noteholder, the Companion Paying Agent, the Underwriters, the Initial Purchasers, the Directing Certificateholder, the Certificateholders, the Asset Representations Reviewer, and the Special Servicer (including, without limitation, the right of the Special Servicer to direct the Master Servicer during certain periods) have with respect to the Master Servicer under the Pooling and Servicing Agreement to the extent that the Sub-Servicer is acting on behalf of the Master Servicer hereunder and except as otherwise set forth herein. Without limiting the foregoing, and subject to Section 3.22 3.19 of the Pooling and Servicing Agreement as modified herein, the Sub-Servicer shall service and administer all of the Mortgage Loans and the Serviced Pari Passu Companion Loan so long as they Loans that are not Specially Serviced Loans; provided, however, that the Sub-Servicer shall continue to receive payments (and provide notice to the Master Servicer of such payments), collect information and prepare and deliver reports to the Master Servicer required hereunder with respect to any Mortgage Loan or Serviced Pari Passu Companion Loan that is a Specially Serviced Loans, and render such incidental services with respect to any Specially Serviced Loans as and to the extent as may be specifically provided for herein with respect to any Specially Serviced Loans to the extent such provisions of the Pooling and Servicing Agreement are incorporated herein pursuant to Section 3.01(c) of this Agreement, and further to render such incidental services with respect to any Specially Serviced Loans as are specifically provided for under Section 3.01(c) of this Agreement. All references herein to the respective duties of the Sub-Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.22 3.19 of the Pooling and Servicing Agreement, as modified herein, herein and to the Special Servicer’s rights to service Specially Serviced Loans. Except as otherwise set forth below, for purposes of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule Custodian, Controlling Class Certificateholders, the Rating Agencies, the 17g-5 Information Provider, the Special Servicer, the UnderwritersDirecting Certificateholder, the Operating Advisor, the Underwriters, the Initial Purchasers, the Asset Representations Reviewer, the Controlling Class Representative, the Rating Agencies, the Serviced Companion Loan Holder and the Certificateholders in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder, (ii) references to the Master Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Sub-Servicer hereunder, (iii) references to the Mortgage Loans (as defined in the Pooling and Servicing Agreement), the Serviced Loan Combination (as defined in the Pooling and Servicing Agreement) and the Serviced Pari Passu Companion Loans or the Serviced Companion Loans (each as defined in the Pooling and Servicing Agreement) in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Mortgage Loans (as defined in this Agreement), the Serviced Loan Combination (as defined in this Agreement) and the Serviced Pari Passu Companion Loan (as defined in this Agreement), respectively, herein and (iv) references to the Pooling Serviced Companion Loans and Servicing Agreement Serviced Pari Passu Companion Loans in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to this Agreement the Serviced Companion Loans as defined herein (such modifications modification of the Incorporated Sections (and of in the defined terms used therein) pursuant to clauses (i) through (iv) of this sentence shall be referred to herein as the “References Modification”). In each case where With respect to all servicing responsibilities of the Master Servicer is given any power to act under the provisions of the Incorporated Sections, such power is hereby delegated to Pooling and Servicing Agreement that are not being performed by the Sub-Servicer to the extent necessary to perform its obligations under this Agreement and subject Agreement, the Sub-Servicer shall reasonably cooperate with the Master Servicer to any restrictions in this Agreementfacilitate the timely performance of such servicing responsibilities. The Sub-Servicer shall perform not take any action (whether or not authorized hereunder) as to which the duties and obligations allocated Master Servicer has advised it in writing that such action if taken may result in the imposition of a tax on any portion of the Trust or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust. The Sub-Servicer as reflected on the Task List. To the extent of any conflict or inconsistency between the Task List and this Agreement (other than the Task List), this Agreement shall control. Without limiting the generality of the foregoing, fully cooperate with respect to any requirement in an Incorporated Section for the Master Servicer to provide notices or documents to, or otherwise communicate with, in connection with avoiding (a) the imposition of a tax on any other party to the Pooling and Servicing Agreement, it is the intent portion of the parties hereto thatTrust, except (b) causing either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as required by Article X of the Pooling and Servicing Agreement as incorporated herein and except as expressly set forth herein, the Sub-Servicer provide such notices or documents to, or otherwise communicate with, the Master Servicera REMIC, and (c) causing the Master Servicer provide such notices or documents to, or otherwise communicate with, the other party or parties Grantor Trust to the Pooling and Servicing Agreementfail to qualify as a grantor trust. (c) The following Sections of the Pooling and Servicing Agreement, unless otherwise provided in this Section 3.01(c)) of this Agreement, are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to the References Modification, are hereby further modified as set forth below:

Sub-Servicer to Service. (a) The Sub-Servicer, as an independent contractor, shall service and administer the Mortgage Loans and Serviced Companion Loans in a manner consistent with the Serviced Pari Passu Companion Loan on behalf of the Trust Fund and Trustee (for the benefit of the Certificateholders or in the case of the Serviced Pari Passu Companion Loan for the benefit of the Certificateholders and the Companion Loan Holder as a collective whole as if such Certificateholders and Companion Loan Holder constituted a single lender, subject to the terms and conditions of the related Co-Lender Agreement) as determined in the good faith and reasonable judgment of the Sub-Servicer in accordance with: (i) any and all applicable laws; (ii) the express terms of this Agreement, Servicing Standard under the Pooling and Servicing Agreement, the Loan Documents Agreement and, in the case of the Serviced Pari Passu Companion Loans, taking into account the pari passu nature of the Serviced Companion Loan, the related Co-Lender Agreement, and (iii) to the extent consistent with the foregoing, the Servicing Standard under the Pooling and Servicing Agreement. (b) The Sub-Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer (with respect to the Mortgage Loans and Serviced Companion Loans subject to this Agreement) as set forth in those sections of the Pooling and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c) of this Agreement (the “Incorporated Sections”), as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Sub-Servicer that the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information Provider, the Asset Representations Reviewer, the Underwriters, the Controlling Class RepresentativeCertificateholders, the Operating Advisor, the Rating Agencies, the 17g-5 Information Provider, the Underwriters, the Initial Purchasers, the Directing Certificateholder, the Certificateholders, the Asset Representations Reviewer, the Serviced Companion Loan Holder Noteholders, the Companion Paying Agent and the Special Servicer (including, without limitation, the right of the Special Servicer to direct the Master Servicer during certain periods) have with respect to the Master Servicer under the Pooling and Servicing Agreement to the extent that the Sub-Servicer is acting on behalf of the Master Servicer hereunder and except as otherwise set forth herein. Without limiting the foregoing, and subject to Section 3.22 3.19 of the Pooling and Servicing Agreement as modified herein, the Sub-Servicer shall service and administer all of the Mortgage Loans and the Serviced Pari Passu Companion Loan so long as they Loans that are not Specially Serviced Loans; provided, however, that the Sub-Servicer shall continue to receive payments (and provide notice to the Master Servicer of such payments), collect information and prepare and deliver reports to the Master Servicer required hereunder with respect to any Mortgage Loan or Serviced Pari Passu Companion Loan that is a Specially Serviced Loans, and render such incidental services with respect to any Specially Serviced Loans as and to the extent as may be specifically provided for herein with respect to any Specially Serviced Loans to the extent such provisions of the Pooling and Servicing Agreement are incorporated herein pursuant to Section 3.01(c) of this Agreement, and further to render such incidental services with respect to any Specially Serviced Loans as are specifically provided for under Section 3.01(c) of this Agreement. All references herein to the respective duties of the Sub-Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.22 3.19 of the Pooling and Servicing Agreement, as modified herein, herein and to the Special Servicer’s rights to service Specially Serviced Loans. Except as otherwise set forth below, for purposes of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule Custodian, Controlling Class Certificateholders, the Rating Agencies, the 17g-5 Information Provider, the Special Servicer, the UnderwritersDirecting Certificateholder, the Operating Advisor, the Underwriters, the Initial Purchasers, the Asset Representations Reviewer, the Controlling Class Representative, the Rating AgenciesCertificateholders, the Serviced Companion Loan Holder Noteholders and the Certificateholders Companion Paying Agent in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder, (ii) references to the Master Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Sub-Servicer hereunder, (iii) references to the Mortgage Loans (as defined in the Pooling and Servicing Agreement), the Serviced Loan Combination (as defined in the Pooling and Servicing Agreement) and the Serviced Pari Passu Companion Loans or the Serviced Companion Loans (each as defined in the Pooling and Servicing Agreement) in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Mortgage Loans (as defined in this Agreement), the Serviced Loan Combination (as defined in this Agreement) and the Serviced Pari Passu Companion Loan (as defined in this Agreement), respectively, herein and (iv) references to the Pooling Serviced Companion Loans and Servicing Agreement Serviced Pari Passu Companion Loans in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to this Agreement the Serviced Companion Loans as defined herein (such modifications modification of the Incorporated Sections (and of in the defined terms used therein) pursuant to clauses (i) through (iv) of this sentence shall be referred to herein as the “References Modification”). In each case where With respect to all servicing responsibilities of the Master Servicer is given any power to act under the provisions of the Incorporated Sections, such power is hereby delegated to Pooling and Servicing Agreement that are not being performed by the Sub-Servicer to the extent necessary to perform its obligations under this Agreement and subject Agreement, the Sub-Servicer shall reasonably cooperate with the Master Servicer to any restrictions in this Agreementfacilitate the timely performance of such servicing responsibilities. The Sub-Servicer shall perform not take any action (whether or not authorized hereunder) as to which the duties and obligations allocated Master Servicer has advised it in writing that such action if taken may result in the imposition of a tax on any portion of the Trust or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust. The Sub-Servicer as reflected on the Task List. To the extent of any conflict or inconsistency between the Task List and this Agreement (other than the Task List), this Agreement shall control. Without limiting the generality of the foregoing, fully cooperate with respect to any requirement in an Incorporated Section for the Master Servicer to provide notices or documents to, or otherwise communicate with, in connection with avoiding (a) the imposition of a tax on any other party to the Pooling and Servicing Agreement, it is the intent portion of the parties hereto thatTrust, except (b) causing either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as required by Article X of the Pooling and Servicing Agreement as incorporated herein and except as expressly set forth herein, the Sub-Servicer provide such notices or documents to, or otherwise communicate with, the Master Servicera REMIC, and (c) causing the Master Servicer provide such notices or documents to, or otherwise communicate with, the other party or parties Grantor Trust to the Pooling and Servicing Agreementfail to qualify as a grantor trust. (c) The following Sections of the Pooling and Servicing Agreement, unless otherwise provided in this Section 3.01(c)) of this Agreement, are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to the References Modification, are hereby further modified as set forth below:

Sub-Servicer to Service. (a) The Sub-Servicer, as an independent contractor, shall service and administer the Mortgage Loans and the Serviced Pari Passu Companion Loan on behalf of the Trust Fund and Trustee (for the benefit of the Certificateholders or in the case of the Serviced Pari Passu Companion Loan for the benefit of the Certificateholders and the related Serviced Companion Loan Holder as a collective whole as if such Certificateholders and Serviced Companion Loan Holder constituted a single lender, subject to the terms and conditions of the related Co-Lender Agreement) as determined in the good faith and reasonable judgment of the Sub-Servicer in accordance with: (i) any and all applicable laws; (ii) the express terms of this Agreement, the Pooling and Servicing Agreement, the Loan Documents and, in the case of the Serviced Pari Passu Companion Loan, the related Co-Lender Agreement, and (iii) to the extent consistent with the foregoing, the Servicing Standard under the Pooling and Servicing Agreement. (b) The Sub-Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer as set forth in those sections of the Pooling and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c) of this Agreement (the “Incorporated Sections”), as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Sub-Servicer that the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information Provider, the Asset Representations Reviewer, the Underwriters, the Controlling Class Representative, the Operating Advisor, the Rating Agencies, the Certificateholders, the Serviced Companion Loan Holder and the Special Servicer (including, without limitation, the right of the Special Servicer to direct the Master Servicer during certain periods) have with respect to the Master Servicer under the Pooling and Servicing Agreement to the extent that the Sub-Servicer is acting on behalf of the Master Servicer hereunder and except as otherwise set forth herein. Without limiting the foregoing, and subject to Section 3.22 of the Pooling and Servicing Agreement as modified herein, the Sub-Servicer shall service and administer all of the Mortgage Loans and the Serviced Pari Passu Companion Loan so long as they are not Specially Serviced Loans; provided, however, that the Sub-Servicer shall continue to receive payments (and provide notice to the Master Servicer of such payments), collect information and prepare and deliver reports to the Master Servicer required hereunder with respect to any Mortgage Loan or Serviced Pari Passu Companion Loan that is a Specially Serviced Loans, and render such incidental services with respect to any Specially Serviced Loans as and to the extent as may be specifically provided for herein with respect to any Specially Serviced Loans to the extent such provisions of the Pooling and Servicing Agreement are incorporated herein pursuant to Section 3.01(c) of this Agreement, and further to render such incidental services with respect to any Specially Serviced Loans as are specifically provided for under Section 3.01(c) of this Agreement. All references herein to the respective duties of the Sub-Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.22 of the Pooling and Servicing Agreement, as modified herein, and to the Special Servicer’s rights to service Specially Serviced Loans. Except as otherwise set forth below, for purposes of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information Provider, the Special Servicer, the Underwriters, the Operating Advisor, the Asset Representations Reviewer, the Controlling Class Representative, the Rating Agencies, the Serviced Companion Loan Holder and the Certificateholders in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder, (ii) references to the Master Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Sub-Servicer hereunder, (iii) references to the Mortgage Loans (as defined in the Pooling and Servicing Agreement), the Serviced Loan Combination (as defined in the Pooling and Servicing Agreement) and the Serviced Pari Passu Companion Loans or the Serviced Companion Loans (each as defined in the Pooling and Servicing Agreement) in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Mortgage Loans (as defined in this Agreement), the Serviced Loan Combination (as defined in this Agreement) and the Serviced Pari Passu Companion Loan (as defined in this Agreement), respectively, and (iv) references to the Pooling and Servicing Agreement in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to this Agreement (such modifications of the Incorporated Sections (and of the defined terms used therein) pursuant to clauses (i) through (iv) of this sentence shall be referred to herein as the “References Modification”). In each case where the Master Servicer is given any power to act under the provisions of the Incorporated Sections, such power is hereby delegated to the Sub-Servicer to the extent necessary to perform its obligations under this Agreement and subject to any restrictions in this Agreement. The Sub-Servicer shall perform the duties and obligations allocated to the Sub-Servicer as reflected on the Task List. To the extent of any conflict or inconsistency between the Task List and this Agreement (other than the Task List), this Agreement shall control. Without limiting the generality of the foregoing, with respect to any requirement in an Incorporated Section for the Master Servicer to provide notices or documents to, or otherwise communicate with, any other party to the Pooling and Servicing Agreement, it is the intent of the parties hereto that, except as required by Article X of the Pooling and Servicing Agreement as incorporated herein and except as expressly set forth herein, the Sub-Servicer provide such notices or documents to, or otherwise communicate with, the Master Servicer, and the Master Servicer provide such notices or documents to, or otherwise communicate with, the other party or parties to the Pooling and Servicing Agreement. (c) The following Sections of the Pooling and Servicing Agreement, unless otherwise provided in this Section 3.01(c), are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to the References Modification, are hereby further modified as set forth below:

Sub-Servicer to Service. (a) The Sub-Servicer, as an independent contractor, shall service and administer the Mortgage Loans and the Serviced Pari Passu Companion Loan on behalf of the Trust Fund and Trustee (for the benefit of the Certificateholders or in the case of the Serviced Pari Passu Companion Loan for the benefit of the Certificateholders and the Companion Loan Holder Noteholder as a collective whole as if such Certificateholders and Companion Loan Holder Noteholder constituted a single lender, subject to the terms and conditions of the related Co-Lender Intercreditor Agreement) as determined in the good faith and reasonable judgment of the Sub-Servicer in accordance with: (i) any and all applicable laws; (ii) the express terms of this Agreement, the Pooling and Servicing Agreement, the Loan Documents and, in the case of the Serviced Pari Passu Companion Loan, the related Co-Lender Intercreditor Agreement, and (iii) to the extent consistent with the foregoing, the Servicing Standard under the Pooling and Servicing Agreement. (b) The Sub-Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer as set forth in those sections of the Pooling and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c) of this Agreement (the “Incorporated Sections”), as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Sub-Servicer that the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information Provider, the Asset Representations Reviewer, the Underwriters, the Controlling Class RepresentativeInitial Purchasers, the Directing Holder, the Operating Advisor, the Rating Agencies, the Certificateholders, the Serviced Companion Loan Holder Noteholder, any Risk Retention Consultation Parties and the Special Servicer (including, without limitation, the right of the Special Servicer to direct the Master Servicer during certain periods) have with respect to the Master Servicer under the Pooling and Servicing Agreement to the extent that the Sub-Servicer is acting on behalf of the Master Servicer hereunder and except as otherwise set forth herein. Without limiting the foregoing, and subject to Section 3.22 3.23 of the Pooling and Servicing Agreement as modified herein, the Sub-Servicer shall service and administer all of the Mortgage Loans and the Serviced Pari Passu Companion Loan so long as they are not Specially Serviced Loans; provided, however, that the Sub-Servicer shall continue to receive payments (and provide notice to the Master Servicer of such payments), collect information and prepare and deliver reports to the Master Servicer required hereunder with respect to any Mortgage Loan or Serviced Pari Passu Companion Loan that is a Specially Serviced LoansLoan, and render such incidental services with respect to any Specially Serviced Loans as and to the extent as may be specifically provided for herein with respect to any Specially Serviced Loans to the extent such provisions of the Pooling and Servicing Agreement are incorporated herein pursuant to Section 3.01(c) of this Agreement, and further to render such incidental services with respect to any Specially Serviced Loans as are specifically provided for under Section 3.01(c) of this Agreement. All references herein to the respective duties of the Sub-Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.22 3.23 of the Pooling and Servicing Agreement, as modified herein, and to the Special Servicer’s rights to service Specially Serviced Loans. Except as otherwise set forth below, for purposes of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information Provider, the Special Servicer, the Underwriters, the Initial Purchasers, the Operating Advisor, the Asset Representations Reviewer, the Controlling Class RepresentativeDirecting Holder, the Rating Agencies, the Serviced Companion Loan Holder Noteholder, any Risk Retention Consultation Parties and the Certificateholders in the Incorporated Sections (and in the definitions of the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder, (ii) references to the Master Servicer in the Incorporated Sections (and in the definitions of the defined terms used therein) shall be deemed to be references to the Sub-Servicer hereunder, (iii) references to the Mortgage Loans (as defined in the Pooling and Servicing Agreement), the Serviced Whole Loan Combination (as defined in the Pooling and Servicing Agreement) and the Serviced Pari Passu Companion Loans or the Serviced Companion Loans (each as defined in the Pooling and Servicing Agreement) in the Incorporated Sections (and in the definitions of the defined terms used therein) shall be deemed to be references to the Mortgage Loans (as defined in this Agreement), the Serviced Loan Combination (as defined in this Agreement) and the Serviced Pari Passu Companion Loan (as defined in this Agreement), respectively, and (iv) references to the Pooling and Servicing Agreement in the Incorporated Sections (and in the definitions of the defined terms used therein) shall be deemed to be references to this Agreement (such modifications of the Incorporated Sections (and of the definitions of the defined terms used therein) pursuant to clauses (i) through (iv) of this sentence shall be referred to herein as the “References Modification”). In each case where the Master Servicer is given any power to act under the provisions of the Incorporated Sections, such power is hereby delegated to the Sub-Servicer to the extent necessary to perform its obligations under this Agreement and subject to any restrictions in this Agreement. The Sub-Servicer shall perform the duties and obligations allocated to the Sub-Servicer as reflected on the Task List. To the extent of any conflict or inconsistency between the Task List and this Agreement (other than the Task List), this Agreement shall control. Without limiting Notwithstanding anything to the generality of the foregoingcontrary herein, with respect to any requirement in an Incorporated Section for the Master Servicer to provide notices or documents to, obtain the consent of, or consult or otherwise communicate with, any other party to or referenced in the Pooling and Servicing AgreementAgreement (including the Operating Advisor, the Directing Holder and any Risk Retention Consultation Party), it is the intent of the parties hereto that, except as required by Article X of the Pooling and Servicing Agreement as incorporated herein and except as expressly set forth herein, the Sub-Servicer provide such notices or documents to, or otherwise communicate with, the Master Servicer, and the Master Servicer provide such notices or documents to, or otherwise communicate with, the other party or parties to or referenced in the Pooling and Servicing Agreement. (c) The following Sections of the Pooling and Servicing Agreement, unless otherwise provided in this Section 3.01(c), are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to the References Modification, are hereby further modified as set forth below:

Sub-Servicer to Service. (a) The Sub-Servicer, as an independent contractor, shall service and administer the Mortgage Loans and the Serviced Pari Passu Companion Loan on behalf of the Trust Fund and Trustee (for the benefit of the Certificateholders or in the case of the Serviced Pari Passu Companion Loan for the benefit of the Certificateholders and the Companion Loan Holder as a collective whole as if such Certificateholders and Companion Loan Holder constituted a single lender, subject to the terms and conditions of the related Co-Lender Agreement) as determined in the good faith and reasonable judgment of the Sub-Servicer in accordance with: (i) any and all applicable laws; (ii) the express terms of this Agreement, the Pooling and Servicing Agreement, the Loan Documents and, in the case of the Serviced Pari Passu Companion Loan, the related Co-Lender Agreement, and (iii) to the extent manner consistent with the foregoing, the Servicing Standard under the Pooling and Servicing Agreement. (b) The Sub-Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer (with respect to the Mortgage Loans subject to this Agreement) as set forth in those sections of the Pooling and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c) of this Agreement (the “Incorporated Sections”), as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Sub-Servicer that the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information Provider, the Asset Representations Reviewer, the Underwriters, the Controlling Trust Advisor, the Subordinate Class Representative, the Operating Advisor, the Rating Agencies, the Certificateholders, the Serviced Companion Loan Holder Agencies and the Special Servicer Certificateholders (including, without limitation, the right of the Special Servicer to direct the Master Servicer during certain periods) have with respect to the Master Servicer under the Pooling and Servicing Agreement to the extent that the Sub-Servicer is acting on behalf of the Master Servicer hereunder and except as otherwise set forth herein. Without limiting the foregoing, and subject to Section 3.22 3.21 of the Pooling and Servicing Agreement as modified herein, the Sub-Servicer shall service and administer all of the Mortgage Loans and the Serviced Pari Passu Companion Loan so long as they that are not Specially Serviced Mortgage Loans; provided, however, that the Sub-Servicer shall continue to receive payments (and provide notice to the Master Servicer of such payments), collect information and prepare and deliver reports to the Master Servicer required hereunder with respect to any Mortgage Loan or Serviced Pari Passu Companion Loan that is a Specially Serviced Mortgage Loans, and (D) render such incidental services with respect to any Specially Serviced Mortgage Loans as and to the extent as may be specifically provided for herein with respect to any Specially Serviced Mortgage Loans to the extent such provisions of the Pooling and Servicing Agreement are incorporated herein pursuant to Section 3.01(c) of this Agreement, and further to render such incidental services with respect to any Specially Serviced Mortgage Loans as are specifically provided for under Section 3.01(c) of this Agreement. All references herein to the respective duties of the Sub-Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.22 3.21 of the Pooling and Servicing Agreement, as modified herein, and to the Special Servicer’s rights to service Specially Serviced Mortgage Loans. Except as otherwise set forth below, for purposes of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information Provider, the Special Servicer, the Underwriters, the Operating Trust Advisor, the Asset Representations Reviewer, the Controlling Subordinate Class Representative, the Rating Agencies, the Serviced Companion Loan Holder Special Servicer and the Certificateholders in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder, (ii) references to the Master Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Sub-Servicer hereunder, and (iii) references to the Mortgage Loans (Loans, as defined in the Pooling and Servicing Agreement), the Serviced Loan Combination (as defined in the Pooling and Servicing Agreement) and the Serviced Pari Passu Companion Loans or the Serviced Companion Loans (each as defined in the Pooling and Servicing Agreement) in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Mortgage Loans (as defined in this Agreement), the Serviced Loan Combination Agreement (as defined in this Agreement) and the Serviced Pari Passu Companion Loan (as defined in this Agreement), respectively, and (iv) references to the Pooling and Servicing Agreement in such modification of the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to this Agreement (such modifications of the Incorporated Sections (and of the defined terms used therein) pursuant to clauses (i), (ii) through and (iviii) of this sentence shall be referred to herein as the “References Modification”). In each case where the Master Servicer is given any power to act under the provisions of the Incorporated Sections, such power is hereby delegated to the Sub-Servicer to the extent necessary to perform its obligations under this Agreement and subject to any restrictions in this Agreement. The Sub-Servicer shall perform the duties and obligations allocated to the Sub-Servicer as reflected on the Task List. To the extent of any conflict or inconsistency between the Task List and this Agreement (other than the Task List), this Agreement shall control. Without limiting the generality of the foregoing, with respect to any requirement in an Incorporated Section for the Master Servicer to provide notices or documents to, or otherwise communicate with, any other party to the Pooling and Servicing Agreement, it is the intent of the parties hereto that, except as required by Article X XI of the Pooling and Servicing Agreement as incorporated herein and except as expressly set forth hereinspecified in Section 3.01(c)(17) of this Agreement, the Sub-Servicer provide such notices or documents to, or otherwise communicate with, the Master Servicer, and the Master Servicer provide such notices or documents to, or otherwise communicate with, the other party or parties to the Pooling and Servicing Agreement. (c) The following Sections of the Pooling and Servicing Agreement, unless otherwise provided in this Section 3.01(c)) of this Agreement, are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to the References Modification, are hereby further modified as set forth below:

Sub-Servicer to Service. (a) The Sub-Servicer, as an independent contractor, shall service and administer the Mortgage Loans and the Serviced Pari Passu Companion Loan on behalf of the Trust Fund and Trustee (for the benefit of the Certificateholders or in the case of the Serviced Pari Passu Companion Loan for the benefit of the Certificateholders and the Companion Loan Holder as a collective whole as if such Certificateholders and Companion Loan Holder constituted a single lender, subject to the terms and conditions of the related Co-Lender Agreement) as determined in the good faith and reasonable judgment of the Sub-Servicer in accordance with: (i) any and all applicable laws; (ii) the express terms of this Agreement, the Pooling and Servicing Agreement, the Loan Documents and, in the case of the Serviced Pari Passu Companion Loan, the related Co-Lender Agreement, and (iii) to the extent manner consistent with the foregoing, the Servicing Standard under the Pooling and Servicing Agreement. (b) The Sub-Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer (with respect to the Mortgage Loans subject to this Agreement) as set forth in those sections of the Pooling and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c) of this Agreement (the “"Incorporated Sections”"), as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Sub-Servicer that the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information Provider, the Asset Representations Reviewer, the Underwriters, the Controlling Class Representative, the Operating Advisor, the Rating Agencies, the Certificateholders, the Serviced Companion Loan Holder Agencies and the Special Servicer Certificateholders (including, without limitation, the right of the Special Servicer to direct the Master Servicer during certain periods) have with respect to the Master Servicer under the Pooling and Servicing Agreement to the extent that the Sub-Servicer is acting on behalf of the Master Servicer hereunder and except as otherwise set forth herein. Without limiting the foregoing, and subject to Section 3.22 of the Pooling and Servicing Agreement as modified herein, the Sub-Servicer shall service and administer all of the Mortgage Loans and the Serviced Pari Passu Companion Loan so long as they that are not Specially Serviced Mortgage Loans; provided, however, that the Sub-Servicer shall continue to receive payments (and provide notice to the Master Servicer of such payments), collect information and prepare and deliver all reports to the Trustee required from the Master Servicer required hereunder with respect to any Mortgage Loan or Serviced Pari Passu Companion Loan that is a Specially Serviced Loans, under the Pooling and render such incidental services Servicing Agreement with respect to any Specially Serviced Mortgage Loans as and to REO Properties (and the extent as may be specifically provided for herein with respect to any Specially Serviced Loans to the extent such provisions of the Pooling and Servicing Agreement are incorporated herein pursuant to Section 3.01(c) of this Agreementrelated REO Loans), and further to render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as are specifically provided for therein; provided, further, however, that, if the Special Servicer is not an Affiliate of the Sub-Servicer, the Sub-Servicer shall not be liable for its failure to comply with such duties insofar as such failure results from a failure by the Special Servicer to provide sufficient information to the Sub-Servicer to comply with such duties or failure by the Special Servicer to otherwise comply with its obligations under Section 3.01(c) of this the Pooling and Servicing Agreement. All references herein to the respective duties of the Sub-Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.22 of the Pooling and Servicing Agreement, as modified herein, herein and to the Special Servicer’s 's rights to service Specially Serviced Mortgage Loans. Except as otherwise set forth below, for purposes of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information Provider, the Special Servicer, the Underwriters, the Operating Advisor, the Asset Representations Reviewer, the Controlling Class Representative, the Rating Agencies, the Serviced Companion Loan Holder Agencies and the Certificateholders in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder, (ii) hereunder and references to the Master Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Sub-Servicer hereunder, (iii) references to the Mortgage Loans (as defined in the Pooling and Servicing Agreement), the Serviced Loan Combination (as defined in the Pooling and Servicing Agreement) and the Serviced Pari Passu Companion Loans or the Serviced Companion Loans (each as defined in the Pooling and Servicing Agreement) in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Mortgage Loans (as defined in this Agreement), the Serviced Loan Combination (as defined in this Agreement) and the Serviced Pari Passu Companion Loan (as defined in this Agreement), respectively, and (iv) references to the Pooling and Servicing Agreement in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to this Agreement hereunder (such modifications modification of the Incorporated Sections (and of the defined terms used therein) pursuant to clauses (i) through (iv) of this sentence shall be referred to herein as the “"References Modification”"). In each case where the Master Servicer is given any power to act under the provisions of the Incorporated Sections, such power is hereby delegated to the Sub-Servicer to the extent necessary to perform its obligations under this Agreement and subject to any restrictions in this Agreement. The Sub-Servicer shall perform the duties and obligations allocated to the Sub-Servicer as reflected on the Task List. To the extent of any conflict or inconsistency between the Task List and this Agreement (other than the Task List), this Agreement shall control. Without limiting the generality of the foregoing, with respect to any requirement in an Incorporated Section for the Master Servicer to provide notices or documents to, or otherwise communicate with, any other party to the Pooling and Servicing Agreement, it is the intent of the parties hereto that, except as required by Article X of the Pooling and Servicing Agreement as incorporated herein and except as expressly set forth herein, the Sub-Servicer provide such notices or documents to, or otherwise communicate with, the Master Servicer, and the Master Servicer provide such notices or documents to, or otherwise communicate with, the other party or parties to the Pooling and Servicing Agreement. (c) The following Sections of the Pooling and Servicing Agreement, unless otherwise provided in this Section 3.01(c)) of this Agreement, are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to the References Modification, are hereby further modified as set forth below: Section 3.01. Without limiting the generality of the obligations of the Sub-Servicer hereunder, the Sub-Servicer shall monitor and certify the information on each Mortgage Loan as required by, and in the form of, Exhibit E attached hereto, pursuant to Section 3.01(c)(29) of this Agreement. In addition, without limiting the generality of the foregoing, the Sub-Servicer shall take all necessary action to continue all UCC Financing Statements with respect to each Mortgage Loan prior to the expiration of such UCC Financing Statements. (2) Section 3.02 (a) The Sub-Servicer shall not waive any Default Interest or late payment charge. The determination as to the application of amounts collected in respect of any Mortgage Loan, to the extent the application is not governed by the express provisions of the related Mortgage Note or Mortgage, shall be made by the Master Servicer. (3) Section 3.03(a). The creation of any Servicing Account shall be evidenced by a certification in the form of Exhibit F attached hereto and a copy of such certification shall be furnished to the Master Servicer on or prior to the first Sub-Servicer Remittance Date and thereafter to the Master Servicer upon any transfer of the Servicing Account. (4) Section 3.03(b) and (c). Without limiting the generality of the obligations of the Sub-Servicer hereunder, the Sub-Servicer shall monitor and, within thirty (30) days after the end of each calendar quarter, beginning with the quarter ending September 30, 2007, certify the information on each Mortgage Loan with respect to taxes, insurance premiums, assessments, ground rents and other similar items, as required by, and in the form of, Exhibit E attached hereto, pursuant to Section 3.01(c)(29) of this Agreement. The Sub-Servicer shall not be obligated to make any Servicing Advances, except as described in the next following sentence. The Sub-Servicer shall give the Master Servicer not less than five (5) Business Days' notice before the date on which the Master Servicer is required to make any Servicing Advance with respect to any Mortgage Loan; provided, however, that, with respect to any Servicing Advance required to be made on an urgent or emergency basis such that the Sub-Servicer is unable to provide the Master Servicer with sufficient notice to make such Servicing Advance, the Sub-Servicer shall make such Servicing Advance and, notwithstanding Section 3.23(a) of the Pooling and Servicing Agreement, the Master Servicer shall reimburse the Sub-Servicer for such Servicing Advance within five Business Days of receipt of written request therefor and interest thereon at the Reimbursement Rate without regard to the Master Servicer's determination of recoverability. In addition, the Sub-Servicer shall provide the Master Servicer with such information in its possession as the Master Servicer may reasonably request to enable the Master Servicer to determine whether a requested Servicing Advance would constitute a Nonrecoverable Servicing Advance. (5) Section 3.03(d). The creation of any Reserve Account shall be evidenced by a certification in the form of Exhibit F attached hereto and a copy of such certification shall be furnished to the Master Servicer on or prior to the first Sub-Servicer Remittance Date and thereafter to the Master Servicer upon any transfer of the Reserve Account. (6) Section 3.04(a). The Sub-Servicer shall establish a collection account (hereinafter the "Sub-Servicer Custodial Account"), meeting all of the requirements of the Pool Custodial Account, and references to the Pool Custodial Account shall be references to such Sub-Servicer Custodial Account. The creation of any Sub-Servicer Custodial Account shall be evidenced by a certification in the form of Exhibit F attached hereto and a copy of such certification shall be furnished to the Master Servicer on or prior to the first Sub-Servicer Remittance Date and thereafter to the Master Servicer upon any transfer of the Sub-Servicer Custodial Account. For purposes of the second to last paragraph of Section 3.04(a) of the Pooling and Servicing Agreement, unless the Special Servicer is an Affiliate of the Sub-Servicer, the Master Servicer shall direct the Special Servicer to make payment of amounts referenced therein directly to the Sub-Servicer for deposit in the Sub-Servicer Custodial Account. (7) Section 3.04(b). References to the Distribution Account shall be references to the Pool Custodial Account. References to the Master Servicer Remittance Amount shall be references to the Sub-Servicer Remittance Amount and references to the Master Servicer Remittance Date shall be references to the Sub-Servicer Remittance Date. Each remittance required to be made to the Master Servicer on the Sub-Servicer Remittance Date shall be made by wire transfer and shall be made by 2:00 p.m. New York City time on such date. Each month, by 2:00 p.m. New York City time, on each Business Day between the Sub-Servicer Remittance Date and the Distribution Date, the Sub-Servicer shall forward to the Master Servicer by wire transfer the Sub-Servicer Remittance Amount (as defined herein) for such date; provided, however, that the Sub-Servicer will not be in breach of its obligations under this sentence so long as it forwards such amounts to the Master Servicer within 24 hours of its receipt. Each month, by 2:00 p.m. New York City time on each Business Day that the Sub-Servicer is not required to remit to the Master Servicer pursuant to the previous sentence, the Sub-Servicer shall forward to the Master Servicer by wire transfer all amounts collected by the Sub-Servicer and not previously remitted to the Master Servicer which constitute delinquent payments on the Mortgage Loans and any related late fees or Default Interest (excluding any amounts to which the Sub-Servicer is entitled to as compensation pursuant to Section 3.11 of the Pooling and Servicing Agreement as incorporated herein pursuant to Sections 3.01(c)(17) of this Agreement); provided, however, that the Sub-Servicer will not be in breach of its obligations under this sentence so long as it forwards such amounts to the Master Servicer within 24 hours of its receipt. Section 3.01(c)(29) of this Agreement sets forth certain reporting requirements with respect to such remittances. The third (as to clause (i) thereof) and fourth paragraphs of Section 3.04(b) of the Pooling and Servicing Agreement are not incorporated herein.

Sub-Servicer to Service. (a) The Sub-Servicer, as an independent contractor, shall service and administer the Mortgage Loans and the Serviced Pari Passu Companion Loan on behalf of the Trust Fund and Trustee (for the benefit of the Certificateholders or in the case of the Serviced Pari Passu Companion Loan for the benefit of the Certificateholders and the Companion Loan Holder as a collective whole as if such Certificateholders and Companion Loan Holder constituted a single lender, subject to the terms and conditions of the related Co-Lender Agreement) as determined in the good faith and reasonable judgment of the Sub-Servicer in accordance with: (i) any and all applicable laws; (ii) the express terms of this Agreement, the Pooling and Servicing Agreement, the Loan Documents and, in the case of the Serviced Pari Passu Companion Loan, the related Co-Lender Agreement, and (iii) to the extent manner consistent with the foregoing, the Servicing Standard under the Pooling and Servicing Agreement. (b) The Sub-Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer (with respect to the Mortgage Loans subject to this Agreement) as set forth in those sections of the Pooling and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c) of this Agreement (the “"Incorporated Sections”"), as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Sub-Servicer that the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information Provider, the Asset Representations Reviewer, the Underwriters, the Controlling Class Representative, the Operating Advisor, the Rating Agencies, the Certificateholders, the Serviced Companion Loan Holder Agencies and the Special Servicer Certificateholders (including, without limitation, the right of the Special Servicer to direct the Master Servicer during certain periods) have with respect to the Master Servicer under the Pooling and Servicing Agreement to the extent that the Sub-Servicer is acting on behalf of the Master Servicer hereunder and except as otherwise set forth herein. Without limiting the foregoing, and subject to Section 3.22 3.21 of the Pooling and Servicing Agreement as modified herein, the Sub-Servicer shall service and administer all of the Mortgage Loans and the Serviced Pari Passu Companion Loan so long as they that are not Specially Serviced Mortgage Loans; provided, however, that the Sub-Servicer shall continue to receive payments (and provide notice to the Master Servicer of such payments), collect information ) and prepare and deliver all reports to the Trustee required from the Master Servicer required hereunder with respect to any Mortgage Loan or Serviced Pari Passu Companion Loan that is a Specially Serviced Loans, under the Pooling and render such incidental services Servicing Agreement with respect to any Specially Serviced Mortgage Loans as and to REO Properties (and the extent as may be specifically provided for herein with respect to any Specially related REO Serviced Loans Loans) to the extent such provisions of the Pooling and Servicing Agreement are incorporated herein pursuant to Section 3.01(c) of this Agreement, and further to render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as are specifically provided for under Section 3.01(c) of this Agreement provided, further, however, that the Sub-Servicer shall not be liable for its failure to comply with such duties insofar as such failure results from a failure by the Special Servicer to provide sufficient information to the Sub-Servicer to comply with such duties or the failure by the Special Servicer to otherwise comply with its obligations under the Pooling and Servicing Agreement. All references herein to the respective duties of the Sub-Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.22 3.21 of the Pooling and Servicing Agreement, as modified herein, herein and to the Special Servicer’s rights 's right to service Specially Serviced Mortgage Loans. Except as otherwise set forth below, for purposes of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information Provider, the Special Servicer, the Underwriters, the Operating Advisor, the Asset Representations Reviewer, the Controlling Class Representative, the Rating Agencies, the Serviced Companion Loan Holder Agencies and the Certificateholders in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder, (ii) references to the Master Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Sub-Servicer hereunder, and (iii) references to the Mortgage Loans (as defined in the Pooling and Servicing Agreement), the Serviced Loan Combination (as defined in the Pooling and Servicing Agreement) and the Serviced Pari Passu Companion Loans or the Serviced Companion Loans (each as defined in the Pooling and Servicing Agreement) in the Incorporated Sections (and in the defined terms used therein) referenced in the Incorporated Sections shall be deemed to be references to the Mortgage Loans (as defined in this Agreement), the Serviced Loan Combination (as defined in this Agreement) and the Serviced Pari Passu Companion Loan (as defined in this Agreement), respectively, and (iv) references to the Pooling and Servicing Agreement in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to this Agreement (such modifications modification of the Incorporated Sections (and of the defined terms used therein) pursuant to clauses (i), (ii) through and (iviii) of this sentence shall be referred to herein as the “"References Modification”"). In each case where the Master Servicer is given any power to act under the provisions of the Incorporated Sections, such power is hereby delegated to the Sub-Servicer to the extent necessary to perform its obligations under this Agreement and subject to any restrictions in this Agreement. The Sub-Servicer shall perform the duties and obligations allocated to the Sub-Servicer as reflected on the Task List. To the extent of any conflict or inconsistency between the Task List and this Agreement (other than the Task List), this Agreement shall control. Without limiting the generality of the foregoing, with respect to any requirement in an Incorporated Section for the Master Servicer to provide notices or documents to, or otherwise communicate with, any other party to the Pooling and Servicing Agreement, it is the intent of the parties hereto that, except as required by Article X of the Pooling and Servicing Agreement as incorporated herein and except as expressly set forth herein, the Sub-Servicer provide such notices or documents to, or otherwise communicate with, the Master Servicer, and the Master Servicer provide such notices or documents to, or otherwise communicate with, the other party or parties to the Pooling and Servicing Agreement. (c) The following Sections of the Pooling and Servicing Agreement, unless otherwise provided in this Section 3.01(c)) of this Agreement, are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to the References Modification, are hereby further modified as set forth below: (1) Section 2.05(a) and (b). Section 2.05(a)(ix) is not incorporated herein. The Sub-Servicer is authorized to transact business in each state in which a Mortgaged Property is located, if and to the extent required by applicable law. The Sub-Servicer is an approved conventional seller/servicer of mortgage loans for Freddie Mac, Fannie Mae or HUD-Approved servicer. Each insuranxx xxxxcy and xxxxxixx bond referenced in Section 3.07(c) of the Pooling and Servicing Agreement names the Master Servicer as an additional insured and loss payee. (2) Section 3.01(a), (b) and (c). Without limiting the generality of the obligations of the Sub-Servicer hereunder, the Sub-Servicer shall monitor and certify on a quarterly basis starting for the quarter ending December of 2006, within 30 days of the end of such quarter the information on each Mortgage Loan as required by, and in the form of, Exhibit E attached hereto, pursuant to Section 3.01(c)(38) of this Agreement. In addition, without limiting the generality of the foregoing, the Sub-Servicer shall take all necessary action to continue all UCC Financing Statements in favor of the originator of each Mortgage Loan or in favor of any assignee prior to the expiration of such UCC Financing Statements. (3) Section 3.02(a) and (b). The Sub-Servicer shall send the notice regarding Balloon Payments required under Section 3.02 with a copy to the Master Servicer. (4) Section 3.03(a). The creation of any Servicing Account shall be evidenced by a certification in the form of Exhibit F attached hereto and a copy of such certification shall be furnished to the Master Servicer on or prior to the Closing Date and thereafter to the Master Servicer upon any transfer of the Servicing Account. (5) Section 3.03(b). Without limiting the generality of the obligations of the Sub-Servicer hereunder, the Sub-Servicer shall monitor and certify to information on each Mortgage Loan with respect to taxes, insurance premiums, assessments, ground rents and other similar items on a quarterly basis starting for the quarter ending in December of 2006, within 30 days of the end of such quarter as required by, and in the form of, Exhibit E attached hereto, pursuant to Section 3.01(c)(38) of this Agreement. The Sub-Servicer shall not be obligated to make any Servicing Advances, except as described in the following sentence. The Sub-Servicer shall give the Master Servicer not less than five Business Days' notice before the date on which the Master Servicer is required to make any Servicing Advance with respect to any Mortgage Loan; provided, however, that, with respect to any Servicing Advance required to be made on an urgent or emergency basis such that the Sub-Servicer is unable to provide the Master Servicer with sufficient notice to enable the Master Servicer to make such Servicing Advance, the Sub-Servicer shall make such Servicing Advance and the Master Servicer shall reimburse the Sub-Servicer for such Servicing Advance within five Business Days of receipt of written request therefor and interest thereon at the Reimbursement Rate without regard to the Master Servicer's determination of recoverability. In addition, the Sub-Servicer shall provide the Master Servicer with such information in its possession as the Master Servicer may reasonably request to enable the Master Servicer to determine whether a requested Servicing Advance would constitute a Nonrecoverable Servicing Advance. (6) Section 3.03(d) and (e). The creation of any Reserve Account shall be evidenced by a certification in the form of Exhibit F attached hereto and a copy of such certification shall be furnished to the Master Servicer upon the creation of and any transfer of the Reserve Account. The Sub-Servicer shall request the written confirmations required by the first two sentences of Section 3.03(e). In the final sentence of Section 3.03(e) the Sub-Servicer shall send the information required to be sent by the Master Servicer to the Special Servicer, with a copy to the Master Servicer. (7) Section 3.04(a). The Sub-Servicer shall establish a custodial account (hereinafter the "Sub-Servicer Custodial Account"), meeting all of the requirements of the Certificate Account, and references to the Certificate Account shall be references to such Sub-Servicer Custodial Account. The creation of any Sub-Servicer Custodial Account shall be evidenced by a certification in the form of Exhibit F attached hereto and a copy of such certification shall be furnished to the Master Servicer on or prior to the Closing Date and thereafter to the Master Servicer upon any transfer of the Sub-Servicer Custodial Account. For purposes of the last paragraph of Section 3.04(a) of the Pooling and Servicing Agreement, the Master Servicer shall direct the Special Servicer to make payment of amounts referenced therein directly to the Sub-Servicer for deposit in the Sub-Servicer Custodial Account. (8) Section 3.04(b). References to the Certificate Account shall be references to the Sub-Servicer Custodial Account, references to the Distribution Account shall be references to the Certificate Account, references to the Master Servicer Remittance Date shall be references to the Sub-Servicer Remittance Date and references to the Master Servicer Remittance Amount shall be references to the Sub-Servicer Remittance Amount. Each remittance required to be made to the Master Servicer on the Sub-Servicer Remittance Date shall be made by wire transfer and shall be made by 2:00 p.m. Charlotte, North Carolina time on such date. Each month, by 2:00 p.m. Charlotte, North Carolina time on the first Business Day after receipt of any Sub-Servicer Remittance Amount between the Sub-Servicer Remittance Date and the Distribution Date, the Sub-Servicer shall forward to the Master Servicer by wire transfer the Sub-Servicer Remittance Amount for such date. Each month by 2:00 p.m. Charlotte, North Carolina time, on the first Business Day after receipt of any amounts which constitute delinquent payments on the Mortgage Loans that the Sub-Servicer is not required to remit to the Master Servicer pursuant to the previous sentence, the Sub-Servicer shall forward to the Master Servicer by wire transfer all such amounts collected by the Sub-Servicer and not previously remitted to the Master Servicer. Section 3.01(c)(38) of this Agreement sets forth certain reporting requirements with respect to such remittances. Subsections (i) and (iii) of Section 3.04(b) of the Pooling and Servicing Agreement are not incorporated herein. If any check or other form of payment received by the Sub-Servicer with respect to a Mortgage Loan is returned for insufficient funds and the Sub-Servicer has previously remitted cash in the amount of such payment to the Master Servicer, the Master Servicer shall reimburse the Sub-Servicer for such amount within five Business Days after the Master Servicer receives notification from the Sub-Servicer of such insufficient funds. (9) Section 3.04(d). The Sub-Servicer shall only invest funds held in the Sub-Servicer Custodial Account in

Sub-Servicer to Service. (a) The Sub-Servicer, as an independent contractor, shall service and administer the Mortgage Loans and the Serviced Pari Passu Companion Loan on behalf of the Trust Fund and Trustee (for the benefit of the Certificateholders or in the case of the Serviced Pari Passu Companion Loan for the benefit of the Certificateholders and the Companion Loan Holder as a collective whole as if such Certificateholders and Companion Loan Holder constituted a single lender, subject to the terms and conditions of the related Co-Lender Agreement) as determined in the good faith and reasonable judgment of the Sub-Servicer in accordance with: (i) any and all applicable laws; (ii) the express terms of this Agreement, the Pooling and Servicing Agreement, the Loan Documents and, in the case of the Serviced Pari Passu Companion Loan, the related Co-Lender Agreement, and (iii) to the extent consistent with the foregoing, the Servicing Standard under the Pooling and Servicing Agreement. (b) The Sub-Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer as set forth in those sections of the Pooling and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c) of this Agreement (the “Incorporated Sections”), as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Sub-Servicer that the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information Provider, the Asset Representations Reviewer, the Underwriters, the Controlling Class Representative, the Operating Advisor, the Rating Agencies, the Certificateholders, the Serviced Companion Loan Holder and the Special Servicer (including, without limitation, the right of the Special Servicer to direct the Master Servicer during certain periods) have with respect to the Master Servicer under the Pooling and Servicing Agreement to the extent that the Sub-Servicer is acting on behalf of the Master Servicer hereunder and except as otherwise set forth herein. Without limiting the foregoing, and subject to Section 3.22 of the Pooling and Servicing Agreement as modified herein, the Sub-Servicer shall service and administer all of the Mortgage Loans and the Serviced Pari Passu Companion Loan so long as they are not Specially Serviced Loans; provided, however, that the Sub-Servicer shall continue to receive payments (and provide notice to the Master Servicer of such payments), collect information and prepare and deliver reports to the Master Servicer required hereunder with respect to any Mortgage Loan or Serviced Pari Passu Companion Loan that is a Specially Serviced LoansLoan, and render such incidental services with respect to any Specially Serviced Loans as and to the extent as may be specifically provided for herein with respect to any Specially Serviced Loans to the extent such provisions of the Pooling and Servicing Agreement are incorporated herein pursuant to Section 3.01(c) of this Agreement, and further to render such incidental services with respect to any Specially Serviced Loans as are specifically provided for under Section 3.01(c) of this Agreement. All references herein to the respective duties of the Sub-Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.22 of the Pooling and Servicing Agreement, as modified herein, and to the Special Servicer’s rights to service Specially Serviced Loans. Except as otherwise set forth below, for purposes of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information Provider, the Special Servicer, the Underwriters, the Operating Advisor, the Asset Representations Reviewer, the Controlling Class Representative, the Rating Agencies, the Serviced Companion Loan Holder and the Certificateholders in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder, (ii) references to the Master Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Sub-Servicer hereunder, (iii) references to the Mortgage Loans (as defined in the Pooling and Servicing Agreement), the Serviced Loan Combination (as defined in the Pooling and Servicing Agreement) and the Serviced Pari Passu Companion Loans or the Serviced Companion Loans (each as defined in the Pooling and Servicing Agreement) in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Mortgage Loans (as defined in this Agreement), the Serviced Loan Combination (as defined in this Agreement) and the Serviced Pari Passu Companion Loan (as defined in this Agreement), respectively, and (iv) references to the Pooling and Servicing Agreement in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to this Agreement (such modifications of the Incorporated Sections (and of the defined terms used therein) pursuant to clauses (i) through (iv) of this sentence shall be referred to herein as the “References Modification”). In each case where the Master Servicer is given any power to act under the provisions of the Incorporated Sections, such power is hereby delegated to the Sub-Servicer to the extent necessary to perform its obligations under this Agreement and subject to any restrictions in this Agreement. The Sub-Servicer shall perform the duties and obligations allocated to the Sub-Servicer as reflected on the Task List. To the extent of any conflict or inconsistency between the Task List and this Agreement (other than the Task List), this Agreement shall control. Without limiting the generality of the foregoing, with respect to any requirement in an Incorporated Section for the Master Servicer to provide notices or documents to, or otherwise communicate with, any other party to the Pooling and Servicing Agreement, it is the intent of the parties hereto that, except as required by Article X of the Pooling and Servicing Agreement as incorporated herein and except as expressly set forth herein, the Sub-Servicer provide such notices or documents to, or otherwise communicate with, the Master Servicer, and the Master Servicer provide such notices or documents to, or otherwise communicate with, the other party or parties to the Pooling and Servicing Agreement. (c) The following Sections of the Pooling and Servicing Agreement, unless otherwise provided in this Section 3.01(c), are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to the References Modification, are hereby further modified as set forth below:

Sub-Servicer to Service. (a) The Sub-Servicer, as an independent contractor, shall service and administer the Mortgage Loans and the Serviced Pari Passu Companion Loan on behalf of the Trust Fund and Trustee (for the benefit of the Certificateholders or in the case of the Serviced Pari Passu Companion Loan for the benefit of the Certificateholders and the Companion Loan Holder as a collective whole as if such Certificateholders and Companion Loan Holder constituted a single lender, subject to the terms and conditions of the related Co-Lender Agreement) as determined in the good faith and reasonable judgment of the Sub-Servicer in accordance with: (i) any and all applicable laws; (ii) the express terms of this Agreement, the Pooling and Servicing Agreement, the Loan Documents and, in the case of the Serviced Pari Passu Companion Loan, the related Co-Lender Agreement, and (iii) to the extent manner consistent with the foregoing, the Servicing Standard under the Pooling and Servicing Agreement. (b) The Sub-Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer (with respect to the Mortgage Loans subject to this Agreement) as set forth in those sections of the Pooling and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c) of this Agreement (the “"Incorporated Sections”"), as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Sub-Servicer that the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information Provider, the Asset Representations Reviewer, the Underwriters, the Controlling Class Representative, the Operating Advisor, the Rating Agencies, the Certificateholders, the Serviced Companion Loan Holder and the Special Servicer Certificateholders (including, without limitation, the right of the Special Servicer to direct the Master Servicer during certain periods) have with respect to the Master Servicer under the Pooling and Servicing Agreement to the extent that the Sub-Servicer is acting on behalf of the Master Servicer hereunder and except as otherwise set forth herein. Without limiting the foregoing, and subject to Section 3.22 3.21 of the Pooling and Servicing Agreement as modified herein, the Sub-Servicer shall service and administer all of the Mortgage Loans which are performing Mortgage Loans and shall render such services with respect to the Serviced Pari Passu Companion Loan so long as they Mortgage Loans which are not Specially Serviced Mortgage Loans as are specifically provided for herein. In furtherance of the foregoing, with respect to Specially Serviced Mortgage Loans; provided, howeverupon any Mortgage Loan becoming a Specially Serviced Mortgage Loan, that the Sub-Servicer shall continue to receive payments (and provide notice to the Master Servicer of such payments), collect information and prepare and deliver all reports to the Trustee required from the Master Servicer required hereunder with respect to any Mortgage Loan or Serviced Pari Passu Companion Loan that is a Specially Serviced Loans, under the Pooling and render such incidental services Servicing Agreement with respect to any Specially Serviced Mortgage Loans as and to REO Properties (and the extent as may be specifically provided for herein with respect to any Specially Serviced Loans to the extent such provisions of the Pooling and Servicing Agreement are incorporated herein pursuant to Section 3.01(c) of this Agreementrelated REO Loans), and further to render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as are specifically provided for under Section 3.01(c) of this Agreementherein. All references herein to the respective duties of the Sub-Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.22 3.21 of the Pooling and Servicing Agreement, as modified herein, herein and to the Special Servicer’s 's rights to service Specially Serviced Mortgage Loans. Except as otherwise set forth below, for purposes of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information Provider, the Special Servicer, the Underwriters, the Operating Advisor, the Asset Representations Reviewer, the Controlling Class Representative, the Rating Agencies, the Serviced Companion Loan Holder and the Certificateholders in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder, (ii) hereunder and references to the Master Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Sub-Servicer hereunder, (iii) references to the Mortgage Loans (as defined in the Pooling and Servicing Agreement), the Serviced Loan Combination (as defined in the Pooling and Servicing Agreement) and the Serviced Pari Passu Companion Loans or the Serviced Companion Loans (each as defined in the Pooling and Servicing Agreement) in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Mortgage Loans (as defined in this Agreement), the Serviced Loan Combination (as defined in this Agreement) and the Serviced Pari Passu Companion Loan (as defined in this Agreement), respectively, and (iv) references to the Pooling and Servicing Agreement in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to this Agreement hereunder (such modifications modification of the Incorporated Sections (and of the defined terms used therein) pursuant to clauses (i) through (iv) of this sentence shall be referred to herein as the “"References Modification”"). In each case where the Master Servicer is given any power to act under the provisions of the Incorporated Sections, such power is hereby delegated to the Sub-Servicer to the extent necessary to perform its obligations under this Agreement and subject to any restrictions in this Agreement. The Sub-Servicer shall perform the duties and obligations allocated to the Sub-Servicer as reflected on the Task List. To the extent of any conflict or inconsistency between the Task List and this Agreement (other than the Task List), this Agreement shall control. Without limiting the generality of the foregoing, with respect to any requirement in an Incorporated Section for the Master Servicer to provide notices or documents to, or otherwise communicate with, any other party to the Pooling and Servicing Agreement, it is the intent of the parties hereto that, except as required by Article X of the Pooling and Servicing Agreement as incorporated herein and except as expressly set forth herein, the Sub-Servicer provide such notices or documents to, or otherwise communicate with, the Master Servicer, and the Master Servicer provide such notices or documents to, or otherwise communicate with, the other party or parties to the Pooling and Servicing Agreement. (c) The following Sections of the Pooling and Servicing Agreement, unless otherwise provided in this Section 3.01(c)) of this Agreement, are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to the References Modification, are hereby further modified as set forth below: Section 3.01. Without limiting the generality of the obligations of the Sub-Servicer hereunder, the Sub-Servicer shall monitor and certify on a quarterly basis starting for the quarter ending in June, 2007 on the 25th of the month following the end of each calendar quarter, the information on each Mortgage Loan as required by, and in the form of, Exhibit E attached hereto, pursuant to Section 3.01(c)(7) of this Agreement. In addition, without limiting the generality of the foregoing, the Sub-Servicer shall take all necessary action to continue all UCC Financing Statements in favor of the originator of each Mortgage Loan or in favor of any assignee prior to the expiration of such UCC Financing Statements.

Sub-Servicer to Service. (a) The Sub-Servicer, as an independent contractor, shall service and administer the Mortgage Loans and the Serviced Pari Passu Companion Loan on behalf of the Trust Fund and Trustee (for the benefit of the Certificateholders or in the case of the Serviced Pari Passu Companion Loan for the benefit of the Certificateholders and the Companion Loan Holder as a collective whole as if such Certificateholders and Companion Loan Holder constituted a single lender, subject to the terms and conditions of the related Co-Lender Agreement) as determined in the good faith and reasonable judgment of the Sub-Servicer in accordance with: (i) any and all applicable laws; (ii) the express terms of this Agreement, the Pooling and Servicing Agreement, the Loan Documents and, in the case of the Serviced Pari Passu Companion Loan, the related Co-Lender Agreement, and (iii) to the extent manner consistent with the foregoing, the Servicing Standard under the Pooling and Servicing Agreement. (b) The Sub-Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer (with respect to the Mortgage Loans subject to this Agreement) as set forth in those sections of the Pooling and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c) of this Agreement (the “Incorporated Sections”), as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Sub-Servicer that the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information Provider, the Asset Representations Reviewer, the Underwriters, the Controlling Class RepresentativeCertificateholders, the Operating Advisor, the Rating Agencies, the 17g-5 Information Provider, the Underwriters, the Initial Purchasers, the Directing Certificateholder, the Certificateholders, the Serviced Companion Loan Holder Asset Representations Reviewer and the Special Servicer (including, without limitation, the right of the Special Servicer to direct the Master Servicer during certain periods) have with respect to the Master Servicer under the Pooling and Servicing Agreement to the extent that the Sub-Servicer is acting on behalf of the Master Servicer hereunder and except as otherwise set forth herein. Without limiting the foregoing, and subject to Section 3.22 3.19 of the Pooling and Servicing Agreement as modified herein, the Sub-Servicer shall service and administer all of the Mortgage Loans and the Serviced Pari Passu Companion Loan so long as they that are not Specially Serviced Loans; provided, however, that the Sub-Servicer shall continue to receive payments (and provide notice to the Master Servicer of such payments), collect information and prepare and deliver reports to the Master Servicer required hereunder with respect to any Mortgage Loan or Serviced Pari Passu Companion Loan that is a Specially Serviced Loans, and render such incidental services with respect to any Specially Serviced Loans as and to the extent as may be specifically provided for herein with respect to any Specially Serviced Loans to the extent such provisions of the Pooling and Servicing Agreement are incorporated herein pursuant to Section 3.01(c) of this Agreement, and further to render such incidental services with respect to any Specially Serviced Loans as are specifically provided for under Section 3.01(c) of this Agreement. All references herein to the respective duties of the Sub-Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.22 3.19 of the Pooling and Servicing Agreement, as modified herein, herein and to the Special Servicer’s rights to service Specially Serviced Loans. Except as otherwise set forth below, for purposes of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule Custodian, Controlling Class Certificateholders, the Rating Agencies, the 17g-5 Information Provider, the Special Servicer, the UnderwritersDirecting Certificateholder, the Operating Advisor, the Underwriters, the Initial Purchasers, the Asset Representations Reviewer, the Controlling Class Representative, the Rating Agencies, the Serviced Companion Loan Holder Reviewer and the Certificateholders in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder, (ii) references to the Master Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Sub-Servicer hereunder, and (iii) references to the Mortgage Loans (as defined in the Pooling and Servicing Agreement), the Serviced Loan Combination (as defined in the Pooling and Servicing Agreement) and the Serviced Pari Passu Companion Loans or the Serviced Companion Loans (each as defined in the Pooling and Servicing Agreement) in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Mortgage Loans (as defined in this Agreement), the Serviced Loan Combination (as defined in this Agreement) and the Serviced Pari Passu Companion Loan (as defined in this Agreement), respectively, and (iv) references to the Pooling and Servicing Agreement in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to this Agreement (such modifications of the Incorporated Sections (and of the defined terms used therein) pursuant to clauses (i) through (iv) of this sentence herein shall be referred to herein as the “References Modification”). In each case where With respect to all servicing responsibilities of the Master Servicer is given any power to act under the provisions of the Incorporated Sections, such power is hereby delegated to Pooling and Servicing Agreement that are not being performed by the Sub-Servicer to the extent necessary to perform its obligations under this Agreement and subject Agreement, the Sub-Servicer shall reasonably cooperate with the Master Servicer to any restrictions in this Agreementfacilitate the timely performance of such servicing responsibilities. The Sub-Servicer shall perform not take any action (whether or not authorized hereunder) as to which the duties and obligations allocated Master Servicer has advised it in writing that such action if taken may result in the imposition of a tax on any portion of the Trust or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust. The Sub-Servicer as reflected on the Task List. To the extent of any conflict or inconsistency between the Task List and this Agreement (other than the Task List), this Agreement shall control. Without limiting the generality of the foregoing, fully cooperate with respect to any requirement in an Incorporated Section for the Master Servicer to provide notices or documents to, or otherwise communicate with, in connection with avoiding (a) the imposition of a tax on any other party to the Pooling and Servicing Agreement, it is the intent portion of the parties hereto thatTrust, except (b) causing either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as required by Article X of the Pooling and Servicing Agreement as incorporated herein and except as expressly set forth herein, the Sub-Servicer provide such notices or documents to, or otherwise communicate with, the Master Servicera REMIC, and (c) causing the Master Servicer provide such notices or documents to, or otherwise communicate with, the other party or parties Grantor Trust to the Pooling and Servicing Agreementfail to qualify as a grantor trust. (c) The following Sections of the Pooling and Servicing Agreement, unless otherwise provided in this Section 3.01(c)) of this Agreement, are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to the References Modification, are hereby further modified as set forth below:

Sub-Servicer to Service. (a) The Sub-Servicer, as an independent contractor, shall service and administer the Mortgage Loans and the Serviced Pari Passu Companion Loan on behalf of the Trust Fund and Trustee (for the benefit of the Certificateholders or in the case of the Serviced Pari Passu Companion Loan for the benefit of the Certificateholders and the Companion Loan Holder as a collective whole as if such Certificateholders and Companion Loan Holder constituted a single lender, subject to the terms and conditions of the related Co-Lender Agreement) as determined in the good faith and reasonable judgment of the Sub-Servicer in accordance with: (i) any and all applicable laws; (ii) the express terms of this Agreement, the Pooling and Servicing Agreement, the Loan Documents and, in the case of the Serviced Pari Passu Companion Loan, the related Co-Lender Agreement, and (iii) to the extent manner consistent with the foregoing, the Servicing Standard under the Pooling and Servicing Agreement. (b) The Sub-Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer (with respect to the Mortgage Loans subject to this Agreement) as set forth in those sections of the Pooling and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c) of this Agreement (the “Incorporated Sections”), as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Sub-Servicer that the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information ProviderUnderwriters, the Asset Representations Reviewer, the UnderwritersInitial Purchasers, the Controlling Class RepresentativeCertificateholder, the Directing Holder, the Operating Advisor, the Rating Agencies, the Rule 17g-5 Information Provider, the Certificateholders, the Serviced Companion Loan Holder Controlling Class Representative and the Special Servicer (including, without limitation, the right of the Special Servicer to direct the Master Servicer during certain periods) have with respect to the Master Servicer under the Pooling and Servicing Agreement to the extent that the Sub-Servicer is acting on behalf of the Master Servicer hereunder and except as otherwise set forth herein. Without limiting the foregoing, and subject to Section 3.22 of the Pooling and Servicing Agreement as modified herein, the Sub-Servicer shall service and administer all of the each Mortgage Loans and the Serviced Pari Passu Companion Loan so as long as they are it is not a Specially Serviced LoansLoan; provided, however, that the Sub-Servicer shall continue to receive payments (and provide notice to the Master Servicer of such payments), collect information and prepare and deliver all reports to the Trustee required from the Master Servicer required hereunder with respect to any Mortgage Loan or Serviced Pari Passu Companion Loan that is a Specially Serviced Loans, under the Pooling and render such incidental services Servicing Agreement with respect to any Specially Serviced Loans as and to the extent as may be specifically provided for herein with respect to any Specially Serviced Loans to the extent such provisions of the Pooling and Servicing Agreement are incorporated herein pursuant to Section 3.01(c) of this AgreementLoan, and further to render such incidental services with respect to any Specially Serviced Loans Loan as are specifically provided for under therein; provided, further, however, that the Sub-Servicer shall continue to be entitled to its Sub-Servicing Fee with respect to any such Specially Serviced Loan in accordance with and to the extent provided for in Section 3.01(c3.01(c)(17) of this Agreement. All references herein to the respective duties of the Sub-Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.22 of the Pooling and Servicing Agreement, as modified herein, herein and to the Special Servicer’s rights to service a Specially Serviced LoansLoan. Except as otherwise set forth below, for purposes of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Underwriters, the Initial Purchasers, the Controlling Class Certificateholder, the Directing Holder, the Operating Advisor, the Rating Agencies, the Rule 17g-5 Information Provider, the Special Servicer, the Underwriters, the Operating Advisor, the Asset Representations ReviewerCertificateholders, the Controlling Class Representative, the Rating Agencies, the Serviced Companion Loan Holder Representative and the Certificateholders Special Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder, (ii) references to the Master Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Sub-Servicer hereunder, (iii) references to the Mortgage Loans (Loans, as defined in the Pooling and Servicing Agreement), the Serviced Loan Combination (as defined in the Pooling and Servicing Agreement) and the Serviced Pari Passu Companion Loans or the Serviced Companion Loans (each as defined in the Pooling and Servicing Agreement) in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Mortgage Loans (as defined in this Agreement), the Serviced Loan Combination (as defined in this Agreement) and the Serviced Pari Passu Companion Loan (as defined in this Agreement), respectivelyherein, and (iv) references to the Pooling and Servicing Agreement in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to this Agreement (such modifications of the Incorporated Sections (and of in the defined terms used therein) pursuant to clauses (i) through (iv) of this sentence shall be referred to herein as the “References Modification”). In each case where the Master Servicer is given any power to act under the provisions of the Incorporated Sections, such power is hereby delegated to the Sub-Servicer to the extent necessary to perform its obligations under this Agreement and subject Agreement. The Sub-Servicer shall have no duties or obligations with respect to any restrictions in this AgreementServiced Loan Combination or Serviced Companion Loan. The Sub-Servicer shall perform the duties and obligations allocated to the Sub-Servicer as reflected on the Task List. To the extent of any conflict or inconsistency between the Task List and this Agreement (other than the Task List), this Agreement shall control. Without limiting the generality of the foregoing, with respect to any requirement in an Incorporated Section for the Master Servicer to provide notices or documents to, or otherwise communicate with, any other party to the Pooling and Servicing Agreement, it is the intent of the parties hereto that, except as required by Article X XI of the Pooling and Servicing Agreement as incorporated herein and except as expressly set forth hereinspecified in Section 3.01(c)(26) of this Agreement, the Sub-Servicer provide such notices or documents to, or otherwise communicate with, the Master Servicer, and the Master Servicer provide such notices or documents to, or otherwise communicate with, the other party or parties to the Pooling and Servicing Agreement. (c) The following Sections of the Pooling and Servicing Agreement, unless otherwise provided in this Section 3.01(c)) of this Agreement, are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to the References Modification, are hereby further modified as set forth below:

Sub-Servicer to Service. (a) The Sub-Servicer, as an independent contractor, shall service and administer the Mortgage Loans and the Serviced Pari Passu Companion Loan on behalf of the Trust Fund and Trustee (for the benefit of the Certificateholders or in the case of the Serviced Pari Passu Companion Loan for the benefit of the Certificateholders and the Companion Loan Holder as a collective whole as if such Certificateholders and Companion Loan Holder constituted a single lender, subject to the terms and conditions of the related Co-Lender Agreement) as determined in the good faith and reasonable judgment of the Sub-Servicer in accordance with: (i) any and all applicable laws; (ii) the express terms of this Agreement, the Pooling and Servicing Agreement, the Loan Documents and, in the case of the Serviced Pari Passu Companion Loan, the related Co-Lender Agreement, and (iii) to the extent manner consistent with the foregoing, the Servicing Standard under the Pooling and Servicing Agreement. (b) The Sub-Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer (with respect to the Mortgage Loans subject to this Agreement) as set forth in those sections of the Pooling and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c) of this Agreement (the “"Incorporated Sections”"), as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Sub-Servicer that the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information Provider, the Asset Representations Reviewer, the Underwriters, the Controlling Class Representative, the Operating Advisor, the Rating Agencies, the Certificateholders, the Serviced Companion Loan Holder Agencies and the Special Servicer Certificateholders (including, without limitation, the right of the Special Servicer to direct the Master Servicer during certain periods) have with respect to the Master Servicer under the Pooling and Servicing Agreement to the extent that the Sub-Servicer is acting on behalf of the Master Servicer hereunder and except as otherwise set forth herein. Without limiting the foregoing, and subject to Section 3.22 of the Pooling and Servicing Agreement as modified herein, the Sub-Servicer shall service and administer all of the Mortgage Loans and the Serviced Pari Passu Companion Loan so long as they that are not Specially Serviced Mortgage Loans; provided, however, that the Sub-Servicer shall continue to receive payments (and provide notice to the Master Servicer of such payments), collect information and prepare and deliver all reports to the Trustee required from the Master Servicer required hereunder with respect to any Mortgage Loan or Serviced Pari Passu Companion Loan that is a Specially Serviced Loans, under the Pooling and render such incidental services Servicing Agreement with respect to any Specially Serviced Mortgage Loans as and to REO Properties (and the extent as may be specifically provided for herein with respect to any Specially Serviced Loans to the extent such provisions of the Pooling and Servicing Agreement are incorporated herein pursuant to Section 3.01(c) of this Agreementrelated REO Loans), and further to render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as are specifically provided for therein; provided, further, however, that, if the Special Servicer is not an Affiliate of the Sub-Servicer, the Sub-Servicer shall not be liable for its failure to comply with such duties insofar as such failure results from a failure by the Special Servicer to provide sufficient information to the Sub-Servicer to comply with such duties or failure by the Special Servicer to otherwise comply with its obligations under Section 3.01(c) of this the Pooling and Servicing Agreement. All references herein to the respective duties of the Sub-Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.22 of the Pooling and Servicing Agreement, as modified herein, herein and to the Special Servicer’s 's rights to service Specially Serviced Mortgage Loans. Except as otherwise set forth below, for purposes of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information Provider, the Special Servicer, the Underwriters, the Operating Advisor, the Asset Representations Reviewer, the Controlling Class Representative, the Rating Agencies, the Serviced Companion Loan Holder Agencies and the Certificateholders in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder, (ii) hereunder and references to the Master Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Sub-Servicer hereunder, (iii) references to the Mortgage Loans (as defined in the Pooling and Servicing Agreement), the Serviced Loan Combination (as defined in the Pooling and Servicing Agreement) and the Serviced Pari Passu Companion Loans or the Serviced Companion Loans (each as defined in the Pooling and Servicing Agreement) in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Mortgage Loans (as defined in this Agreement), the Serviced Loan Combination (as defined in this Agreement) and the Serviced Pari Passu Companion Loan (as defined in this Agreement), respectively, and (iv) references to the Pooling and Servicing Agreement in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to this Agreement hereunder (such modifications modification of the Incorporated Sections (and of the defined terms used therein) pursuant to clauses (i) through (iv) of this sentence shall be referred to herein as the “"References Modification”"). In each case where the Master Servicer is given any power to act under the provisions of the Incorporated Sections, such power is hereby delegated to the Sub-Servicer to the extent necessary to perform its obligations under this Agreement and subject to any restrictions in this Agreement. The Sub-Servicer shall perform the duties and obligations allocated to the Sub-Servicer as reflected on the Task List. To the extent of any conflict or inconsistency between the Task List and this Agreement (other than the Task List), this Agreement shall control. Without limiting the generality of the foregoing, with respect to any requirement in an Incorporated Section for the Master Servicer to provide notices or documents to, or otherwise communicate with, any other party to the Pooling and Servicing Agreement, it is the intent of the parties hereto that, except as required by Article X of the Pooling and Servicing Agreement as incorporated herein and except as expressly set forth herein, the Sub-Servicer provide such notices or documents to, or otherwise communicate with, the Master Servicer, and the Master Servicer provide such notices or documents to, or otherwise communicate with, the other party or parties to the Pooling and Servicing Agreement. (c) The following Sections of the Pooling and Servicing Agreement, unless otherwise provided in this Section 3.01(c)) of this Agreement, are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to the References Modification, are hereby further modified as set forth below: Section 3.01. Without limiting the generality of the obligations of the Sub-Servicer hereunder, the Sub-Servicer shall monitor and certify the information on each Mortgage Loan as required by, and in the form of, Exhibit E attached hereto, pursuant to Section 3.01(c)(29) of this Agreement. In addition, without limiting the generality of the foregoing, the Sub-Servicer shall take all necessary action to continue all UCC Financing Statements with respect to each Mortgage Loan prior to the expiration of such UCC Financing Statements. (2) Section 3.02 (a) The Sub-Servicer shall not waive any Default Interest or late payment charge. The determination as to the application of amounts collected in respect of any Mortgage Loan, to the extent the application is not governed by the express provisions of the related Mortgage Note or Mortgage, shall be made by the Master Servicer. (3) Section 3.03(a). The creation of any Servicing Account shall be evidenced by a certification in the form of Exhibit F attached hereto and a copy of such certification shall be furnished to the Master Servicer on or prior to the Closing Date and thereafter to the Master Servicer upon any transfer of the Servicing Account. (4) Section 3.03(b) and (c). Without limiting the generality of the obligations of the Sub-Servicer hereunder, the Sub-Servicer shall monitor and, within fifteen (15) days after the end of each calendar quarter, beginning with the quarter ending March 31, 2007, certify the information on each Mortgage Loan with respect to taxes, insurance premiums, assessments, ground rents and other similar items, as required by, and in the form of, Exhibit E attached hereto, pursuant to Section 3.01(c)(29) of this Agreement. The Sub-Servicer shall not be obligated to make any Servicing Advances, except as described in the next following sentence. The Sub-Servicer shall give the Master Servicer not less than five (5) Business Days' notice before the date on which the Master Servicer is required to make any Servicing Advance with respect to any Mortgage Loan; provided, however, that, with respect to any Servicing Advance required to be made on an urgent or emergency basis such that the Sub-Servicer is unable to provide the Master Servicer with sufficient notice to make such Servicing Advance, the Sub-Servicer shall make such Servicing Advance and, notwithstanding Section 3.23(a) of the Pooling and Servicing Agreement, the Master Servicer shall reimburse the Sub-Servicer for such Servicing Advance within five Business Days of receipt of written request therefor and interest thereon at the Reimbursement Rate without regard to the Master Servicer's determination of recoverability. In addition, the Sub-Servicer shall provide the Master Servicer with such information in its possession as the Master Servicer may reasonably request to enable the Master Servicer to determine whether a requested Servicing Advance would constitute a Nonrecoverable Servicing Advance. (5) Section 3.03(d). The creation of any Reserve Account shall be evidenced by a certification in the form of Exhibit F attached hereto and a copy of such certification shall be furnished to the Master Servicer on or prior to the Closing Date and thereafter to the Master Servicer upon any transfer of the Reserve Account. (6) Section 3.04(a). The Sub-Servicer shall establish a collection account (hereinafter the "Sub-Servicer Custodial Account"), meeting all of the requirements of the Pool Custodial Account, and references to the Pool Custodial Account shall be references to such Sub-Servicer Custodial Account. The creation of any Sub-Servicer Custodial Account shall be evidenced by a certification in the form of Exhibit F attached hereto and a copy of such certification shall be furnished to the Master Servicer on or prior to the Closing Date and thereafter to the Master Servicer upon any transfer of the Sub-Servicer Custodial Account. For purposes of the second to last paragraph of Section 3.04(a) of the Pooling and Servicing Agreement, unless the Special Servicer is an Affiliate of the Sub-Servicer, the Master Servicer shall direct the Special Servicer to make payment of amounts referenced therein directly to the Sub-Servicer for deposit in the Sub-Servicer Custodial Account. (7) Section 3.04(b). References to the Distribution Account shall be references to the Pool Custodial Account. References to the Master Servicer Remittance Amount shall be references to the Sub-Servicer Remittance Amount and references to the Master Servicer Remittance Date shall be references to the Sub-Servicer Remittance Date. Each remittance required to be made to the Master Servicer on the Sub-Servicer Remittance Date shall be made by wire transfer and shall be made by 2:00 p.m. New York City time on such date. Each month, by 2:00 p.m. New York City time, on each Business Day between the Sub-Servicer Remittance Date and the Distribution Date, the Sub-Servicer shall forward to the Master Servicer by wire transfer the Sub-Servicer Remittance Amount (as defined herein) for such date; provided, however, that the Sub-Servicer will not be in breach of its obligations under this sentence so long as it forwards such amounts to the Master Servicer within 24 hours of its receipt. Each month, by 2:00 p.m. New York City time on each Business Day that the Sub-Servicer is not required to remit to the Master Servicer pursuant to the previous sentence, the Sub-Servicer shall forward to the Master Servicer by wire transfer all amounts collected by the Sub-Servicer and not previously remitted to the Master Servicer which constitute delinquent payments on the Mortgage Loans and any related late fees or Default Interest (excluding any amounts to which the Sub-Servicer is entitled to as compensation pursuant to Section 3.11 of the Pooling and Servicing Agreement as incorporated herein pursuant to Sections 3.01(c)(17) of this Agreement); provided, however, that the Sub-Servicer will not be in breach of its obligations under this sentence so long as it forwards such amounts to the Master Servicer within 24 hours of its receipt. Section 3.01(c)(29) of this Agreement sets forth certain reporting requirements with respect to such remittances. The third (as to clause (i) thereof) and fourth paragraphs of Section 3.04(b) of the Pooling and Servicing Agreement are not incorporated herein. (8) [Reserved]. (9) Section 3.05 of the Pooling and Servicing Agreement is not incorporated herein. The Sub-Servicer may, from time to time, make withdrawals from the Sub-Servicer Custodial Account for any of the following purposes (the order set forth below not constituting an order of priority for such withdrawals): (i) to remit to the Master Servicer for deposit in the Pool Custodial Account the amounts required to be so deposited pursuant to the first paragraph of Section 3.04(b) of the Pooling and Servicing Agreement and Section 3.01(c)(7) of this Agreement; (ii) to pay to itself earned and unpaid Sub-Servicing Fees in respect of each Mortgage Loan and REO Loan, the Sub-Servicer's right to payment pursuant to this clause (ii) with respect to any Mortgage Loan or REO Loan being limited to amounts received on or in respect of such Mortgage Loan (whether in the form of payments, Liquidation Proceeds or Insurance Proceeds) or such REO Loan (whether in the form of REO Revenues, Liquidation Proceeds or Insurance Proceeds) that are allocable as a recovery of interest thereon; (iii) to pay to itself, as additional servicing compensation in accordance with Section 3.11 of the Pooling and Servicing Agreement, interest or other income earned in respect of amounts held in the Sub-Servicer Custodial Account as provided in Section 3.01(c)(10) of this Agreement, but only to the extent of the Net Investment Earnings, if any, with respect to the Sub-Servicer Custodial Account for any Collection Period; (iv) to clear and terminate the Sub-Servicer Custodial Account at the termination of this Agreement pursuant to Section 9.01 of the Pooling and Servicing Agreement, as modified herein; and (v) to withdraw any amounts deposited in the Sub-Servicer Custodial Account in error. The Sub-Servicer shall keep and maintain separate accounting records, on a loan-by-loan and property-by-property basis when appropriate, in connection with any withdrawal from the Sub-Servicer Custodial Account pursuant to clauses (ii) and (iii) above. (10) Section 3.06 of the Pooling and Servicing Agreement is not incorporated herein. The Sub-Servicer may invest funds in the Sub-Servicer Custodial Account and any Servicing Account on the same terms as the Master Servicer may invest funds in the Pool Custodial Account and any Servicing Account, and subject to the same restrictions and obligations regarding maturity dates, gains, losses, possession of Permitted Investments and Permitted Investments payable on demand. Without limiting the generality of the foregoing, (A) any investment of funds in the Sub-Servicer Custodial Account or a Servicing Account shall be made in the name of the Trustee (in its capacity as such); (B) the Sub-Servicer, on behalf of the Trustee for the benefit of the Certificateholders, shall be the "entitlement holder", as such term is defined in the UCC, of any Permitted Investment that is a "security entitlement", as such term is defined in the UCC; (C) the Sub-Servicer, on behalf of the Trustee for the benefit of the Certificateholders, shall maintain continuous possession of any Permitted Investment in which a secured party may perfect its security interest by possession under the UCC or any other applicable law; (D) the Sub-Servicer, on behalf of the Trustee for the benefit of the Certificateholders, shall maintain "control", as such term is defined in the UCC, of any Permitted Investment in which a secured party may perfect its security interest by "control" under the UCC and in which Sub-Servicer is not required to maintain continuous possession pursuant to clause (C) above; (E) possession of any Permitted Investment by the Sub-Servicer shall constitute possession by a Person designated by, and acting on behalf of, the Trustee, as secured party for purposes of the UCC; and (F) "control" of any Permitted Investment by the Sub-Servicer shall constitute "control" by a Person designated by, and acting on behalf of, the Trustee, as secured party for purposes of the UCC.

Sub-Servicer to Service. (a) The Sub-Servicer, as an independent contractor, shall service and administer the Mortgage Loans and the Serviced Pari Passu Companion Loan pursuant to this Agreement on behalf of the Trust Fund Master Servicer and the Trustee (in the best interests of and for the benefit of the Certificateholders or in the case of the Serviced Pari Passu Companion Loan for the benefit of the Certificateholders and the Companion Loan Holder as a collective whole as if such Certificateholders and Companion Loan Holder constituted a single lenderCertificateholders, subject to the terms and conditions of the related Co-Lender Agreement) as determined in the good faith and reasonable judgment of the Sub-Servicer in accordance with: (i) with any and all applicable laws; (ii) laws and the express terms of this Agreement, Agreement and the Pooling Mortgage Loans and Servicing Agreement, the Loan Documents and, in the case of the Serviced Pari Passu Companion Loan, the related Co-Lender Agreement, and (iii) to the extent consistent with the foregoing, foregoing with the Servicing Standard under the Pooling and Servicing Agreement.. For the avoidance of doubt, the Sub-Servicer's obligations and rights under this Agreement are expressly limited to the Mortgage Loans which are sub-serviced by the Sub-Servicer as set forth in Exhibit A. (b) The Sub-Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer (with respect to the Mortgage Loans subject to this Agreement) as set forth in those sections of the Pooling and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c) of this Agreement (the “"Incorporated Sections”"), as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Sub-Servicer that the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information Provider, the Asset Representations Reviewer, the Underwriters, the Controlling Class Representative, the Operating AdvisorDirecting Certificateholder, the Rating Agencies, the Certificateholders, the Serviced Companion Loan Holder and the Special Servicer Certificateholders (including, without limitation, the right of the Special Servicer to direct the Master Servicer during certain periods) have with respect to the Master Servicer under the Pooling and Servicing Agreement to the extent that the Sub-Servicer is acting on behalf of the Master Servicer hereunder and except as otherwise set forth herein. Without limiting the foregoing, and subject to Section 3.22 3.21 of the Pooling and Servicing Agreement as modified herein, the Sub-Servicer shall service and administer all of the Mortgage Loans and the Serviced Pari Passu Companion Loan so long as they that are not Specially Serviced Loans; provided, however, that the Sub-Servicer shall shall, under instruction from the Special Servicer or the Master Servicer, continue to receive collect and apply payments (and provide notice to the Master Special Servicer of such payments), collect deliver certain statements and documents requested by the Special Servicer regarding information held by the Sub-Servicer and prepare continue to cooperate with the Special Servicer and deliver reports to the Master Servicer required hereunder with respect to any by providing requested information regarding the servicing of all Mortgage Loan or Serviced Pari Passu Companion Loan Loans that is a are Specially Serviced Loans, and render such incidental services with respect to any Specially Serviced Loans as and to the extent as may be specifically provided for herein with respect to any Specially Serviced Loans to the extent such provisions of the Pooling and Servicing Agreement are incorporated herein pursuant to Section 3.01(c) of this Agreement, and further to render such incidental services with respect to any Specially Serviced Loans as are specifically provided for under Section 3.01(c) of this Agreement. All references herein to the respective duties of the Sub-Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.21 and Section 3.22 of the Pooling and Servicing Agreement, as modified herein, herein and to the Special Servicer’s rights 's right to service all Specially Serviced Loans. Except as otherwise set forth below, for purposes of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information Provider, the Special Servicer, the Underwriters, the Operating Advisor, the Asset Representations Reviewer, the Controlling Class Representative, the Rating Agencies, the Serviced Companion Loan Holder and the Certificateholders in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder, (ii) hereunder and references to the Master Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Sub-Servicer hereunder, (iii) references to the Mortgage Loans (as defined in the Pooling and Servicing Agreement), the Serviced Loan Combination (as defined in the Pooling and Servicing Agreement) and the Serviced Pari Passu Companion Loans or the Serviced Companion Loans (each as defined in the Pooling and Servicing Agreement) in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Mortgage Loans (as defined in this Agreement), the Serviced Loan Combination (as defined in this Agreement) and the Serviced Pari Passu Companion Loan (as defined in this Agreement), respectively, and (iv) references to the Pooling and Servicing Agreement in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to this Agreement hereunder (such modifications modification of the Incorporated Sections (and of the defined terms used therein) pursuant to clauses (i) through (iv) of this sentence shall be referred to herein as the “"References Modification”"). In each case where For the Master Servicer is given any power to act under the provisions avoidance of the Incorporated Sectionsdoubt, such power is hereby delegated to the Sub-Servicer to the extent necessary to perform its obligations under this Agreement and subject to any restrictions in this Agreement. The Sub-Servicer shall perform the duties and obligations allocated to the Sub-Servicer as reflected on the Task List. To the extent of any conflict or inconsistency between the Task List and this Agreement (other than the Task List), this Agreement shall control. Without limiting the generality of the foregoing, with respect to any requirement in an Incorporated Section for the Master Servicer to provide notices or documents to, or otherwise communicate with, any other party to the Pooling and Servicing Agreement, it is the intent of the parties hereto that, except as required by Article X when a particular section of the Pooling and Servicing Agreement as is incorporated herein, unless otherwise expressly stated, the duties of the Master Servicer under such section are incorporated herein and except as expressly set forth herein, to the Sub-Servicer provide such notices or documents to, or otherwise communicate with, (i.e. even if there is additional language in the Master related section regarding the duties of the Sub-Servicer, and the Master Servicer provide such notices or documents to, or otherwise communicate with, the other party or parties to the Pooling and Servicing Agreement). (c) The following Sections sections or subsections of the Pooling and Servicing AgreementAgreement listed herein and only such sections or subsections, unless otherwise provided in this Section 3.01(c)) of this Agreement, are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to the References Modification, are hereby further modified as set forth below:below (and to avoid any doubt, any modification is limited to its specific terms and the section is otherwise fully incorporated herein without limitation):

Sub-Servicer to Service. (a) The Sub-Servicer, as an independent contractor, shall diligently service and administer the Mortgage Loans and the Serviced Pari Passu Companion Loan in accordance with applicable law, this Agreement, the Mortgage Loan documents and the related Intercreditor Agreement on behalf of the Trust Fund and Trustee (in the best interests of and for the benefit of the Certificateholders or in the case of the Serviced Pari Passu Companion Loan for the benefit of the Certificateholders and the Companion Loan Holder as a collective whole as if such Certificateholders and Companion Loan Holder constituted a single lender, subject to the terms and conditions of the related Co-Lender Agreement) as determined in the good faith and reasonable judgment of the Sub-Servicer in accordance with: (i) any and all applicable laws; (ii) the express terms of this Agreement, the Pooling and Servicing Agreement, the Loan Documents and, in the case of the Serviced Pari Passu Companion Loan, the related CoCompanion Holder and the Trustee (as holder of the Lower-Lender AgreementTier Regular Interests), as a collective whole, taking into account the pari passu nature of such Companion Loan, as a collective whole, and (iii) to the extent in a manner consistent with the foregoing, the Servicing Standard under the Pooling and Servicing Agreement. (b) The Sub-Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer and the Companion Paying Agent (with respect to the Mortgage Loans and the Serviced Pari Passu Companion Loan subject to this Agreement) as set forth in those sections of the Pooling and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c) of this Agreement (the “Incorporated Sections”), as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Sub-Servicer that the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information Provider, the Asset Representations Reviewer, the Underwriters, the Controlling Class RepresentativeDirecting Certificateholder, the Operating Advisor, the Rating Agencies, the Certificateholders, the Serviced Companion Loan Holder Certificateholders and the Special Servicer (including, without limitation, the right of the Special Servicer to direct the Master Servicer during certain periods) have with respect to the Master Servicer under the Pooling and Servicing Agreement to the extent that the Sub-Servicer is acting on behalf of the Master Servicer hereunder and except as otherwise set forth herein. Without limiting the foregoing, and subject to Section 3.22 3.19 of the Pooling and Servicing Agreement as modified herein, the Sub-Servicer shall service and administer all of the Mortgage Loans and the Serviced Pari Passu Companion Loan so long as they that are not Specially Serviced Loans; provided, however, that the Sub-Servicer shall continue to receive payments (and provide notice to the Master Servicer of such payments), collect information and prepare and deliver reports to the Master Servicer required hereunder with respect to any Mortgage Loan or Serviced Pari Passu Companion Loan that is a Specially Serviced Loans, and render such incidental services with respect to any Specially Serviced Loans as and to the extent as may be specifically provided for herein with respect to any Specially Serviced Loans to the extent such provisions of the Pooling and Servicing Agreement are incorporated herein pursuant to Section 3.01(c) of this Agreement, and further to render such incidental services with respect to any Specially Serviced Loans as are specifically provided for under Section 3.01(c) of this Agreement. All references herein to the respective duties of the Sub-Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.22 3.19 of the Pooling and Servicing Agreement, as modified herein, and to the Special Servicer’s rights to service Specially Serviced Loans. Except as otherwise set forth below, for purposes of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information Provider, the Special Servicer, the Underwriters, the Operating Advisor, the Asset Representations Reviewer, the Controlling Class RepresentativeDirecting Certificateholder, the Rating Agencies, the Serviced Companion Loan Holder Agencies and the Certificateholders in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder, (ii) references to the Master Servicer and the Companion Paying Agent in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Sub-Servicer hereunder, (iii) references to the Mortgage Loans (as defined in the Pooling and Servicing Agreement), the Serviced Loan Combination (as defined in the Pooling and Servicing Agreement) and the Serviced Pari Passu Companion Loans or the Serviced Companion Loans (each as defined in the Pooling and Servicing Agreement) in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Mortgage Loans (as defined in this Agreement), the Serviced Loan Combination (as defined in this Agreement) and the Serviced Pari Passu Companion Loans or the Serviced Companion Loan (as defined in this Agreement), respectively, and (iv) references to the Pooling and Servicing Agreement in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to this Agreement (such modifications of the Incorporated Sections (and of the defined terms used therein) pursuant to clauses (i) through (iv) of this sentence shall be referred to herein as the “References Modification”). In each case where the Master Servicer is given any power to act under the provisions of the Incorporated Sections, such power is hereby delegated to the Sub-Servicer to the extent necessary to perform its obligations under this Agreement and subject to any restrictions in this Agreement. The Sub-Servicer shall perform the duties and obligations allocated to the Sub-Servicer as reflected on the Task List. To the extent of any conflict or inconsistency between the Task List and this Agreement (other than the Task List), this Agreement shall control. Without limiting the generality of the foregoing, with respect to any requirement in an Incorporated Section for the Master Servicer to provide notices or documents to, or otherwise communicate with, any other party to the Pooling and Servicing Agreement, it is the intent of the parties hereto that, except as required by Article X XI of the Pooling and Servicing Agreement as incorporated herein and except as expressly set forth hereinwith respect to providing notices or documents to, making distributions to, or otherwise communicate with, the Companion Holder, the Sub-Servicer provide such notices or documents to, or otherwise communicate with, the Master Servicer, and the Master Servicer provide such notices or documents to, or otherwise communicate with, the other party or parties to the Pooling and Servicing Agreement. (c) The following Sections of the Pooling and Servicing Agreement, unless otherwise provided in this Section 3.01(c), are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to the References Modification, are hereby further modified as set forth below: (1) Section 2.01(g). Franchise Agreement Matters for Certain Hotel Properties. (2) Section 3.01. Without limiting the generality of the obligations of the Sub-Servicer hereunder, the Sub-Servicer shall monitor and certify on a quarterly basis, starting with the quarter ending in March of 2016 (provided that the first such certification shall cover the period from the Closing Date to the end of such quarter), within thirty (30) days of the end of such quarter the information on each Mortgage Loan and the Serviced Pari Passu Companion Loan as required by, and in the form of, Exhibit E attached hereto, pursuant to Section 3.01(c)(21) of this Agreement. In addition, without limiting the generality of the foregoing, the Sub-Servicer shall take all necessary action to continue all UCC Financing Statements in favor of the originator of each Mortgage Loan or in favor of any assignee prior to the expiration of such UCC Financing Statements. The Sub-Servicer shall not modify, amend, waive or otherwise consent to any change of the terms of any Mortgage Loan except as allowed by this Agreement (including Section 3.01(c)(24) of this Agreement).

Sub-Servicer to Service. (a) The Sub-Servicer, as an independent contractor, shall service and administer the Mortgage Loans and the Serviced Pari Passu Companion Loan on behalf of the Trust Fund and Trustee (for the benefit of the Certificateholders or in the case of the Serviced Pari Passu Companion Loan for the benefit of the Certificateholders and the Companion Loan Holder as a collective whole as if such Certificateholders and Companion Loan Holder constituted a single lender, subject to the terms and conditions of the related Co-Lender Agreement) as determined in the good faith and reasonable judgment of the Sub-Servicer in accordance with: (i) any and all applicable laws; (ii) the express terms of this Agreement, the Pooling and Servicing Agreement, the Loan Documents and, in the case of the Serviced Pari Passu Companion Loan, the related Co-Lender Agreement, and (iii) to the extent consistent with the foregoing, the Servicing Standard under the Pooling and Servicing Agreement. (b) The Sub-Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer as set forth in those sections of the Pooling and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c) of this Agreement (the “Incorporated Sections”), as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Sub-Servicer that the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information Provider, the Asset Representations Reviewer, the Underwriters, the Controlling Class Representative, the Operating Advisor, the Rating Agencies, the Certificateholders, the Serviced Companion Loan Holder and the Special Servicer (including, without limitation, the right of the Special Servicer to direct the Master Servicer during certain periods) have with respect to the Master Servicer under the Pooling and Servicing Agreement to the extent that the Sub-Servicer is acting on behalf of the Master Servicer hereunder and except as otherwise set forth herein. Without limiting the foregoing, and subject to Section 3.22 of the Pooling and Servicing Agreement as modified herein, the Sub-Servicer shall service and administer all of the Mortgage Loans and the Serviced Pari Passu Companion Loan so long as they are not Specially Serviced Loans; provided, however, that the Sub-Servicer shall continue to receive payments (and provide notice to the Master Servicer of such payments), collect information and prepare and deliver reports to the Master Servicer required hereunder with respect to any Mortgage Loan or Serviced Pari Passu Companion Loan that is a Specially Serviced Loans, and render such incidental services with respect to any Specially Serviced Loans as and to the extent as may be specifically provided for herein with respect to any Specially Serviced Loans to the extent such provisions of the Pooling and Servicing Agreement are incorporated herein pursuant to Section 3.01(c) of this Agreement, and further to render such incidental services with respect to any Specially Serviced Loans as are specifically provided for under Section 3.01(c) of this Agreement. All references herein to the respective duties of the Sub-Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.22 of the Pooling and Servicing Agreement, as modified herein, and to the Special Servicer’s rights to service Specially Serviced Loans. Except as otherwise set forth below, for purposes of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information Provider, the Special Servicer, the Underwriters, the Operating Advisor, the Asset Representations Reviewer, the Controlling Class Representative, the Rating Agencies, the Serviced Companion Loan Holder and the Certificateholders in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder, (ii) references to the Master Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Sub-Servicer hereunder, (iii) references to the Mortgage Loans (as defined in the Pooling and Servicing Agreement), the Serviced Loan Combination (as defined in the Pooling and Servicing Agreement) and the Serviced Pari Passu Companion Loans or the Serviced Companion Loans (each as defined in the Pooling and Servicing Agreement) in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Mortgage Loans (as defined in this Agreement), the Serviced Loan Combination (as defined in this Agreement) and the Serviced Pari Passu Companion Loan (as defined in this Agreement), respectively, and (iv) references to the Pooling and Servicing Agreement in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to this Agreement (such modifications of the Incorporated Sections (and of the defined terms used therein) pursuant to clauses (i) through (iv) of this sentence shall be referred to herein as the “References Modification”). In each case where the Master Servicer is given any power to act under the provisions of the Incorporated Sections, such power is hereby delegated to the Sub-Servicer to the extent necessary to perform its obligations under this Agreement and subject to any restrictions in this Agreement. The Sub-Servicer shall perform the duties and obligations allocated to the Sub-Servicer as reflected on the Task List. To the extent of any conflict or inconsistency between the Task List and this Agreement (other than the Task List), this Agreement shall control. Without limiting the generality of the foregoing, with respect to any requirement in an Incorporated Section for the Master Servicer to provide notices or documents to, or otherwise communicate with, any other party to the Pooling and Servicing Agreement, it is the intent of the parties hereto that, except as required by Article X of the Pooling and Servicing Agreement as incorporated herein and except as expressly set forth herein, the Sub-Servicer provide such notices or documents to, or otherwise communicate with, the Master Servicer, and the Master Servicer provide such notices or documents to, or otherwise communicate with, the other party or parties to the Pooling and Servicing Agreement. (c) The following Sections of the Pooling and Servicing Agreement, unless otherwise provided in this Section 3.01(c), are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to the References Modification, are hereby further modified as set forth below:

Sub-Servicer to Service. (a) The Sub-Servicer, as an independent contractor, shall service and administer the Mortgage Loans and the Serviced Pari Passu Companion Loan pursuant to this Agreement on behalf of the Trust Fund Master Servicer and the Trustee (in the best interests of and for the benefit of the Certificateholders or in the case of the Serviced Pari Passu Companion Loan for the benefit of the Certificateholders and the Companion Loan Holder as a collective whole as if such Certificateholders and Companion Loan Holder constituted a single lender, subject to the terms and conditions of the related Co-Lender Agreement) as determined in the good faith and reasonable judgment of the Sub-Servicer in accordance with: (i) with any and all applicable laws; (ii) laws and the express terms of this Agreement, Agreement and the Pooling Mortgage Loans and Servicing Agreement, the Loan Documents and, in the case of the Serviced Pari Passu Companion Loan, the related Co-Lender Agreement, and (iii) to the extent consistent with the foregoing, foregoing with the Servicing Standard under the Pooling and Servicing Agreement. For the avoidance of doubt, the Sub-Servicer's obligations and rights under this Agreement are expressly limited to the Mortgage Loans set forth in Exhibit A. Without in any way limiting the generality of this Section 3.01(a), the parties hereto hereby acknowledge that, except as otherwise set forth herein, any or all of the Sub-Servicer's obligations hereunder may be performed in the Sub-Servicer's name by CSI, provided, however, the Sub-Servicer shall remain liable to the Master Servicer under this Agreement for performance of its duties hereunder whether or not such duties are performed by the Sub-Servicer. (b) The Sub-Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer (with respect to the Mortgage Loans subject to this Agreement) as set forth in those sections of the Pooling and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c) of this Agreement (the “"Incorporated Sections”"), as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Sub-Servicer that the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information Provider, the Asset Representations Reviewer, the Underwriters, the Controlling Class Representative, the Operating Advisor, the Rating Agencies, the Certificateholders, the Serviced Companion Loan Holder Agencies and the Special Servicer Certificateholders (including, without limitation, the right of the Special Servicer to direct the Master Servicer during certain periods) have with respect to the Master Servicer under the Pooling and Servicing Agreement to the extent that the Sub-Servicer is acting on behalf of the Master Servicer hereunder and except as otherwise set forth herein. Without limiting the foregoing, and subject to Section 3.22 3.21 of the Pooling and Servicing Agreement as modified herein, the Sub-Servicer shall service and administer all of the Mortgage Loans and the Serviced Pari Passu Companion Loan so long as they are not no such mortgage loan is then a Specially Serviced LoansMortgage Loan; provided, however, that the Sub-Servicer shall shall, under instruction from the Special Servicer or the Master Servicer, deliver certain statements and documents reasonably requested by the Special Servicer regarding information held by the Sub-Servicer and continue to receive payments (and provide notice to cooperate with the Master Special Servicer by providing reasonably requested information regarding the servicing of any such payments), collect information and prepare and deliver reports to the Master Servicer required hereunder with respect to any Mortgage Loan or Serviced Pari Passu Companion Loan that is a Specially Serviced Loans, and render such incidental services with respect to any Specially Serviced Loans as and to the extent as may be specifically provided for herein with respect to any Specially Serviced Loans to the extent such provisions of the Pooling and Servicing Agreement are incorporated herein pursuant to Section 3.01(c) of this Agreement, and further to render such incidental services with respect to any Specially Serviced Loans as are specifically provided for under Section 3.01(c) of this AgreementMortgage Loan. All references herein to the respective duties of the Sub-Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.22 3.21 of the Pooling and Servicing Agreement, as modified herein, herein and to the Special Servicer’s 's rights to service Specially Serviced Mortgage Loans. Except as otherwise set forth below, for purposes of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information Provider, the Special Servicer, the Underwriters, the Operating Advisor, the Asset Representations Reviewer, the Controlling Class Representative, the Rating Agencies, the Serviced Companion Loan Holder and the Certificateholders in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder, (ii) hereunder and references to the Master Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Sub-Servicer hereunder, (iii) references to the Mortgage Loans (as defined in the Pooling and Servicing Agreement), the Serviced Loan Combination (as defined in the Pooling and Servicing Agreement) and the Serviced Pari Passu Companion Loans or the Serviced Companion Loans (each as defined in the Pooling and Servicing Agreement) in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Mortgage Loans (as defined in this Agreement), the Serviced Loan Combination (as defined in this Agreement) and the Serviced Pari Passu Companion Loan (as defined in this Agreement), respectively, and (iv) references to the Pooling and Servicing Agreement in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to this Agreement hereunder (such modifications modification of the Incorporated Sections (and of the defined terms used therein) pursuant to clauses (i) through (iv) of this sentence shall be referred to herein as the “"References Modification”"). In each case where the Master Servicer is given any power to act under the provisions of the Incorporated Sections, such power is hereby delegated to the Sub-Servicer to the extent necessary to perform its obligations under this Agreement and subject to any restrictions in this Agreement. The Sub-Servicer shall perform the duties and obligations allocated to the Sub-Servicer as reflected on the Task List. To the extent of any conflict or inconsistency between the Task List and this Agreement (other than the Task List), this Agreement shall control. Without limiting the generality of the foregoing, with respect to any requirement in an Incorporated Section for the Master Servicer to provide notices or documents to, or otherwise communicate with, any other party to the Pooling and Servicing Agreement, it is the intent of the parties hereto that, except as required by Article X of the Pooling and Servicing Agreement as incorporated herein and except as expressly set forth herein, the Sub-Servicer provide such notices or documents to, or otherwise communicate with, the Master Servicer, and the Master Servicer provide such notices or documents to, or otherwise communicate with, the other party or parties to the Pooling and Servicing Agreement. (c) The following Sections of the Pooling and Servicing AgreementAgreement listed herein and only such Sections, unless otherwise provided in this Section 3.01(c)) of this Agreement, are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to the References Modification, are hereby further modified as set forth below:below (and to avoid any doubt, any modification is limited to its specific terms and the section is otherwise fully incorporated herein without limitation): (1) Sections 3.23 and 3.24 (a) The Sub-Servicer makes each of the representations and warranties, other than the representations set forth in Section 3.24(a)(vii) of the Pooling and Servicing Agreement, that are made by the Special Servicer in Section 3.24 of the Pooling and Servicing Agreement, except that reference to "Special Servicer" therein shall be a reference to the Sub-Servicer. The Sub-Servicer is authorized to transact business in each state in which a Mortgaged Property is located, if and to the extent required by applicable law. The Master Servicer makes each of the representations and warranties set forth on Exhibit B hereto to the Sub-Servicer. (2) The Sub-Servicer shall process any requests for releases of Reserve Funds (or draws under any Letter of Credit delivered in lieu of Reserve Funds) with respect to the Mortgage Loans that are Performing Mortgage Loans the Master Servicer is responsible for processing pursuant to the Pooling and Servicing Agreement and then recommend to the Master Servicer the amount of any related disbursement from the Reserve Account (or, as applicable, the amount of any related draw under such Letter of Credit), which recommendation will be non-binding. The Master Servicer shall make disbursements from the Reserve Account (or draw under the applicable Letter of Credit, as the case may be) within three Business Days following receipt of the Sub-Servicer's recommendation with respect to such request. (3) Section 3.07(c). In lieu of the Freddie Mac, Fannie Mae or HUD requirements with respect xx xxx fidelxxx xxnx xnd insurance policies described in Section 3.07(d) of the Pooling and Servicing Agreement, the Sub-Servicer shall cause CSI to maintain CSI's current insurance policies and fidelity bonds without any reduction in coverages or amounts and as otherwise is consistent with this Agreement. The fidelity bond and insurance policies required hereunder shall also name the Master Servicer as additional insured and loss payee; the Master Servicer shall designate in writing to the Sub-Servicer how its name shall appear prior to the Sub-Servicer's obligation to provide any certificate of insurance. The Sub-Servicer shall provide a certificate of insurance to the Master Servicer evidencing fidelity bond and insurance coverage required hereunder on or before March 31 of each year, beginning March 31, 2008.

Sub-Servicer to Service. (a) The Sub-Servicer, as an independent contractor, shall service and administer the Mortgage Serviced Loans and the Serviced Pari Passu Companion Loan pursuant to this Agreement on behalf of the Trust Fund Master Servicer and the Trustee (in the best interests of and for the benefit of the Certificateholders or in the case of the Serviced Pari Passu Companion Loan for the benefit of the Certificateholders and the Companion Loan Holder as a collective whole as if such Certificateholders and Companion Loan Holder constituted a single lender, subject to the terms and conditions of the related Co-Lender Agreement) as determined in the good faith and reasonable judgment of the Sub-Servicer in accordance with: (i) with any and all applicable laws; (ii) laws and the express terms of this Agreement, the Pooling Serviced Loans and Servicing Agreement, the Loan Documents and, in the case of the Serviced Pari Passu Companion Loan, the related Co-Lender Agreement, and (iii) to the extent consistent with the foregoing, foregoing with the Servicing Standard under the Pooling and Servicing Agreement.. For the avoidance of doubt, the Sub-Servicer's obligations and rights under this Agreement are expressly limited to the Serviced Loans which are sub-serviced by the Sub-Servicer as set forth in Exhibit A. (b) The Sub-Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer (with respect to the Serviced Loans subject to this Agreement) as set forth in those sections of the Pooling and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c3.01(b) of this Agreement (the “"Incorporated Sections”"), as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Sub-Servicer that the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information Provider, the Asset Representations Reviewer, the Underwriters, the Controlling Class Representative, the Operating Advisor, the Rating Agencies, the Certificateholders, the Serviced Companion Loan Holder Agencies and the Special Servicer Certificateholders (including, without limitation, the right of the Special Servicer to direct the Master Servicer during certain periods) have with respect to the Master Servicer under the Pooling and Servicing Agreement to the extent that the Sub-Servicer is acting on behalf of the Master Servicer hereunder and except as otherwise set forth herein. Without limiting the foregoing, and subject to Section 3.22 3.26 of the Pooling and Servicing Agreement as modified herein, the Sub-Servicer shall service and administer all of the Mortgage Serviced Loans and the Serviced Pari Passu Companion Loan so long as they that are not Specially Serviced Loans; provided, however, that the Sub-Servicer shall shall, under instruction from the Special Servicer or the Master Servicer, continue to receive collect and apply payments (and provide notice to the Master Special Servicer of such payments), collect deliver certain statements and documents requested by the Special Servicer regarding information held by the Sub-Servicer and prepare continue to cooperate with the Special Servicer and deliver reports to the Master Servicer required hereunder with respect to any Mortgage Loan or by providing requested information regarding the servicing of all Serviced Pari Passu Companion Loan Loans that is a are not Specially Serviced Loans, and render such incidental services with respect to any Specially Serviced Loans as and to the extent as may be specifically provided for herein with respect to any Specially Serviced Loans to the extent such provisions of the Pooling and Servicing Agreement are incorporated herein pursuant to Section 3.01(c) of this Agreement, and further to render such incidental services with respect to any Specially Serviced Loans as are specifically provided for under Section 3.01(c) of this Agreement. All references herein to the respective duties of the Sub-Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.22 3.01 and Section 3.26 of the Pooling and Servicing Agreement, as modified herein, herein and to the Special Servicer’s rights 's right to service all Specially Serviced Loans. Except as otherwise set forth below, for purposes of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information Provider, the Special Servicer, the Underwriters, the Operating Advisor, the Asset Representations Reviewer, the Controlling Class Representative, the Rating Agencies, the Serviced Companion Loan Holder Agencies and the Certificateholders in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder, (ii) hereunder and references to the Master Servicer, Servicing Function Participant, Additional Servicer or Sub-Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Sub-Servicer hereunder, (iii) references to the Mortgage Loans (as defined in the Pooling and Servicing Agreement), the Serviced Loan Combination (as defined in the Pooling and Servicing Agreement) and the Serviced Pari Passu Companion Loans or the Serviced Companion Loans (each as defined in the Pooling and Servicing Agreement) in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Mortgage Loans (as defined in this Agreement), the Serviced Loan Combination (as defined in this Agreement) and the Serviced Pari Passu Companion Loan (as defined in this Agreement), respectively, and (iv) references to the Pooling and Servicing Agreement in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to this Agreement hereunder (such modifications modification of the Incorporated Sections (and of the defined terms used therein) pursuant to clauses (i) through (iv) of this sentence shall be referred to herein as the “"References Modification”"). In each case where the Master Servicer is given any power to act under the provisions of the Incorporated Sections, such power is hereby delegated to the Sub-Servicer to the extent necessary to perform its obligations under this Agreement and subject to any restrictions in this Agreement. The Sub-Servicer shall perform the duties and obligations allocated to the Sub-Servicer as reflected on the Task List. To the extent of any conflict or inconsistency between the Task List and this Agreement (other than the Task List), this Agreement shall control. Without limiting the generality of the foregoing, with respect to any requirement in an Incorporated Section for the Master Servicer to provide notices or documents to, or otherwise communicate with, any other party to the Pooling and Servicing Agreement, it is the intent of the parties hereto that, except as required by Article X of the Pooling and Servicing Agreement as incorporated herein and except as expressly set forth herein, the Sub-Servicer provide such notices or documents to, or otherwise communicate with, the Master Servicer, and the Master Servicer provide such notices or documents to, or otherwise communicate with, the other party or parties to the Pooling and Servicing Agreement. (c) The following Sections sections or subsections of the Pooling and Servicing AgreementAgreement listed herein and only such sections or subsections, unless otherwise provided in this Section 3.01(c)) of this Agreement, are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to the References Modification, are hereby further modified as set forth below:below (and to avoid any doubt, any modification is limited to its specific terms and the section is otherwise fully incorporated herein without limitation): (1) Section 2.03(d). The Sub-Servicer shall promptly notify the Master Servicer upon becoming aware of any Defect or any Breach of the representations and warranties made by the related Mortgage Loan Seller in connection (but only in connection) with those Serviced Loans that the Sub-Servicer is required to sub-service hereunder as set forth on Exhibit A attached hereto. (2) Sections 2.04(a) and (c). References to the Master Servicer shall be deemed to be references to the Sub-Servicer except with respect to 2.04(a)(i). The Sub-Servicer represents and warrants that the Sub-Servicer is a national banking association duly organized, validly existing and in good standing under the laws of the United States of America, and the Sub-Servicer is in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement. The Sub-Servicer represents and warrants that it is authorized to transact business in each state in which a Mortgaged Property is located, if and to the extent required by applicable law. The Sub-Servicer represents and warrants that it is an approved servicer of mortgage loans for FHLMC, FNMA, or a servicer approved by the Department of Housing and Urban Development, or approved by the Rating Agencies. (3) Section 3.01(a) and (e). The Sub-Servicer shall take all necessary action to continue all UCC financing statements (including all in-lieu continuations, as applicable) in favor of the originator of each Serviced Loan or in favor of any assignee prior to the expiration of such UCC financing statements. (4) Section 3.01(c) and (d). References to the Master Servicer shall not be deemed to be references to the Sub-Servicer for purposes of Section 3.01(c) and (d). Each and every one of the terms and conditions of Section 3.01(c) and (d) shall be enforceable against the Sub-Servicer in accordance with the terms thereof and each requirement for a Sub-Servicing Agreement set forth in 3.01(c) and (d) is hereby incorporated into the Agreement. To the extent necessary for the Sub-Servicer to comply with applicable laws, or if otherwise consented to by the Master Servicer, the Sub-Servicer may enter into any sub-servicing agreement with another subservicer that would permit such subservicer to perform any or all of the Sub-Servicer's servicing responsibilities under this Agreement. Notwithstanding any sub-servicing agreement, the Sub-Servicer shall remain obligated and primarily liable to the Master Servicer for the servicing and administering of the Serviced Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such subservicing agreement to the same extent and under the same terms and conditions as if the Sub-Servicer were servicing the Serviced Loans alone. (5) Section 3.03. (6) Section 3.04(b). The creation of any Escrow Account shall be evidenced by a certification in the form of Exhibit E attached hereto and a copy of such certification shall be furnished to the Master Servicer upon the creation of and any transfer of the Escrow Account. (7) Section 3.04(a) and (c). Without limiting the generality of the obligations of the Sub-Servicer hereunder, the Sub-Servicer shall monitor and report to the Master Servicer on a quarterly basis starting for the quarter ending in March of 2007 on the 30th of the month following the end of the calendar quarter the information on each Serviced Loan it services with respect to taxes, insurance premiums, assessments, ground rents and other similar items as required by, and in the form of, Exhibit D attached hereto. (8) Section 3.05(a). The Sub-Servicer shall establish a custodial account (the "Sub-Servicer Custodial Account"), meeting all of the requirements of the Collection Account, and references to the Collection Account shall be references to the Sub-

Sub-Servicer to Service. (a) The Sub-Servicer, as an independent contractor, shall service and administer the Mortgage Loans and the Serviced Pari Passu Companion Loan pursuant to this Agreement on behalf of the Trust Fund Master Servicer and the Trustee (in the best interests of and for the benefit of the Certificateholders or in the case of the Serviced Pari Passu Companion Loan for the benefit of the Certificateholders and the Companion Loan Holder as a collective whole as if such Certificateholders and Companion Loan Holder constituted a single lender, subject to the terms and conditions of the related Co-Lender Agreement) as determined in the good faith and reasonable judgment of the Sub-Servicer in accordance with: (i) with any and all applicable laws; (ii) laws and the express terms of this Agreement, the Pooling Mortgage Loans and Servicing Agreement, the Loan Documents and, in the case of the Serviced Pari Passu Companion Loan, the related Co-Lender Agreement, and (iii) to the extent consistent with the foregoing, foregoing with the Servicing Standard under the Pooling and Servicing Agreement.. For the avoidance of doubt, the Sub-Servicer's obligations and rights under this Agreement are expressly limited to the Mortgage Loans which are sub-serviced by the Sub-Servicer as set forth in Exhibit A. (b) The Sub-Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer (with respect to the Mortgage Loans subject to this Agreement) as set forth in those sections of the Pooling and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c3.01(b) of this Agreement (the “"Incorporated Sections”"), as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Sub-Servicer that the Trustee, the Certificate Administrator, the CustodianFiscal Agent, the Depositor, the Rule 17g-5 Information Provider, the Asset Representations Reviewer, the Underwriters, the Controlling Class Representative, the Operating Advisor, the Rating Agencies, the Certificateholders, the Serviced Companion Loan Holder Agencies and the Special Servicer Certificateholders (including, without limitation, the right of the Special Servicer to direct the Master Servicer during certain periods) have with respect to the Master Servicer under the Pooling and Servicing Agreement to the extent that the Sub-Servicer is acting on behalf of the Master Servicer hereunder and except as otherwise set forth herein. Without limiting the foregoing, and subject to Section 3.22 3.26 of the Pooling and Servicing Agreement as modified herein, the Sub-Servicer shall service and administer all of the Mortgage Loans and the Serviced Pari Passu Companion Loan so long as they that are not Specially Serviced Mortgage Loans; provided, however, that the Sub-Servicer shall shall, under instruction from the Special Servicer or the Master Servicer, continue to receive collect and apply payments (and provide notice to the Master Special Servicer of such payments), collect deliver certain statements and documents requested by the Special Servicer regarding information held by the Sub-Servicer and prepare continue to cooperate with the Special Servicer and deliver reports to the Master Servicer required hereunder with respect to any by providing requested information regarding the servicing of all Mortgage Loan or Serviced Pari Passu Companion Loan Loans that is a are not Specially Serviced Mortgage Loans, and render such incidental services with respect to any Specially Serviced Loans as and to the extent as may be specifically provided for herein with respect to any Specially Serviced Loans to the extent such provisions of the Pooling and Servicing Agreement are incorporated herein pursuant to Section 3.01(c) of this Agreement, and further to render such incidental services with respect to any Specially Serviced Loans as are specifically provided for under Section 3.01(c) of this Agreement. All references herein to the respective duties of the Sub-Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.22 3.01 and Section 3.26 of the Pooling and Servicing Agreement, as modified herein, herein and to the Special Servicer’s rights 's right to service all Specially Serviced Mortgage Loans. Except as otherwise set forth below, for purposes of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information Provider, the Special Servicer, the Underwriters, the Operating Advisor, the Asset Representations Reviewer, the Controlling Class Representative, the Rating Agencies, the Serviced Companion Loan Holder Agencies and the Certificateholders in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder, (ii) hereunder and references to the Master Servicer, Servicing Function Participant, Additional Servicer or Sub-Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Sub-Servicer hereunder, (iii) references to the Mortgage Loans (as defined in the Pooling and Servicing Agreement), the Serviced Loan Combination (as defined in the Pooling and Servicing Agreement) and the Serviced Pari Passu Companion Loans or the Serviced Companion Loans (each as defined in the Pooling and Servicing Agreement) in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Mortgage Loans (as defined in this Agreement), the Serviced Loan Combination (as defined in this Agreement) and the Serviced Pari Passu Companion Loan (as defined in this Agreement), respectively, and (iv) references to the Pooling and Servicing Agreement in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to this Agreement hereunder (such modifications modification of the Incorporated Sections (and of the defined terms used therein) pursuant to clauses (i) through (iv) of this sentence shall be referred to herein as the “"References Modification”"). In each case where the Master Servicer is given any power to act under the provisions of the Incorporated Sections, such power is hereby delegated to the Sub-Servicer to the extent necessary to perform its obligations under this Agreement and subject to any restrictions in this Agreement. The Sub-Servicer shall perform the duties and obligations allocated to the Sub-Servicer as reflected on the Task List. To the extent of any conflict or inconsistency between the Task List and this Agreement (other than the Task List), this Agreement shall control. Without limiting the generality of the foregoing, with respect to any requirement in an Incorporated Section for the Master Servicer to provide notices or documents to, or otherwise communicate with, any other party to the Pooling and Servicing Agreement, it is the intent of the parties hereto that, except as required by Article X of the Pooling and Servicing Agreement as incorporated herein and except as expressly set forth herein, the Sub-Servicer provide such notices or documents to, or otherwise communicate with, the Master Servicer, and the Master Servicer provide such notices or documents to, or otherwise communicate with, the other party or parties to the Pooling and Servicing Agreement. (c) The following Sections sections or subsections of the Pooling and Servicing AgreementAgreement listed herein and only such sections or subsections, unless otherwise provided in this Section 3.01(c)) of this Agreement, are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to the References Modification, are hereby further modified as set forth below:below (and to avoid any doubt, any modification is limited to its specific terms and the section is otherwise fully incorporated herein without limitation): (1) Section 2.03(d). The Sub-Servicer shall promptly notify the Master Servicer upon becoming aware of any Defect or any Breach of the representations and warranties made by the related Mortgage Loan Seller in connection (but only in connection) with those Mortgage Loans that the Sub-Servicer is required to sub-service hereunder as set forth on Exhibit A attached hereto. (2) Sections 2.04(a) and (c). References to the Servicer shall be deemed to be references to the Sub-Servicer except with respect to 2.04(a)(i). The Sub-Servicer represents and warrants that the Sub-Servicer is a national banking association duly organized, validly existing and in good standing under the laws of the United States of America, and the Sub-Servicer is in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement. The Sub-Servicer represents and warrants that it is authorized to transact business in each state in which a Mortgaged Property is located, if and to the extent required by applicable law. The Sub-Servicer represents and warrants that it is an approved servicer of mortgage loans for Freddie Mac or Fannie Mae or a HUD-Approved Servicer. (0) Sectiox 0.00(a) and (e). The Sub-Servicer shall take all necessary action to continue all UCC Financing Statements (including all in-lieu continuations, as applicable) in favor of the originator of each Mortgage Loan or in favor of any assignee prior to the expiration of such UCC Financing Statements. (4) Section 3.01(c) and (d). References to the Master Servicer shall not be deemed to be references to the Sub-Servicer for purposes of Section 3.01(c) and (d). Each and every one of the terms and conditions of Section 3.01(c) and (d) shall be enforceable against the Sub-Servicer in accordance with the terms thereof and each requirement for a Sub-Servicing Agreement set forth in 3.01(c) and (d)is hereby incorporated into the Agreement. To the extent necessary for the Sub-Servicer to comply with applicable laws, or if otherwise consented to by the Master Servicer, the Sub-Servicer may enter into any sub-servicing agreement with another subservicer that would permit such subservicer to perform any or all of the Sub-Servicer's servicing responsibilities under this Agreement. Notwithstanding any sub-servicing agreement, the Sub-Servicer shall remain obligated and primarily liable to the Master Servicer for the servicing and administering of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such subservicing agreement to the same extent and under the same terms and conditions as if the Sub-Servicer were servicing the Mortgage Loans alone. (5) Sections 3.03. (6) Section 3.04(b). The creation of any Escrow Account shall be evidenced by a certification in the form of Exhibit E attached hereto and a copy of such certification shall be furnished to the Master Servicer upon the creation of and any transfer of the Escrow Account. (7) Section 3.04(a) and (c). Without limiting the generality of the obligations of the Sub-Servicer hereunder, the Sub-Servicer shall monitor and report to the Master Servicer on a quarterly basis starting for the quarter ending in September of 2006 on the 30th of the month following the end of the calendar quarter the information on each Mortgage Loan it services with respect to taxes, insurance premiums, assessments, ground rents and other similar items as required by, and in the form of, Exhibit D attached hereto. (8) Section 3.05(a). The Sub-Servicer shall establish a custodial account (the "Sub-Servicer Custodial Account"), meeting all of the requirements of the Collection Account, and references to the Collection Account shall be references to the Sub-

Sub-Servicer to Service. (a) The Sub-Servicer, as an independent contractor, shall service and administer the Mortgage Loans and the Serviced Pari Passu Companion Loan on behalf of the Trust Fund and Trustee (for the benefit of the Certificateholders or in the case of the Serviced Pari Passu Companion Loan for the benefit of the Certificateholders and the Companion Loan Holder as a collective whole as if such Certificateholders and Companion Loan Holder constituted a single lender, subject to the terms and conditions of the related Co-Lender Agreement) as determined in the good faith and reasonable judgment of the Sub-Servicer in accordance with: (i) any and all applicable laws; (ii) the express terms of this Agreement, the Pooling and Servicing Agreement, the Loan Documents and, in the case of the Serviced Pari Passu Companion Loan, the related Co-Lender Agreement, and (iii) to the extent manner consistent with the foregoing, the Servicing Standard under the Pooling and Servicing Agreement. (b) The Sub-Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer (with respect to the Mortgage Loans subject to this Agreement) as set forth in those sections of the Pooling and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c) of this Agreement (the “Incorporated Sections”), as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Sub-Servicer that the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information ProviderUnderwriters, the Asset Representations Reviewer, the UnderwritersInitial Purchasers, the Controlling Class RepresentativeCertificateholder, the Directing Holder, the Operating Advisor, the Rating Agencies, the Rule 17g-5 Information Provider, the Certificateholders, the Serviced Companion Loan Holder Controlling Class Representative and the Special Servicer (including, without limitation, the right of the Special Servicer to direct the Master Servicer during certain periods) have with respect to the Master Servicer under the Pooling and Servicing Agreement to the extent that the Sub-Servicer is acting on behalf of the Master Servicer hereunder and except as otherwise set forth herein. Without limiting the foregoing, and subject to Section 3.22 of the Pooling and Servicing Agreement as modified herein, the Sub-Servicer shall service and administer all of the each Mortgage Loans and the Serviced Pari Passu Companion Loan so as long as they are it is not a Specially Serviced LoansLoan; provided, however, that the Sub-Servicer shall continue to receive payments (and provide notice to the Master Servicer of such payments), collect information and prepare and deliver all reports to the Trustee required from the Master Servicer required hereunder with respect to any Mortgage Loan or Serviced Pari Passu Companion Loan that is a Specially Serviced Loans, under the Pooling and render such incidental services Servicing Agreement with respect to any Specially Serviced Loans as and to the extent as may be specifically provided for herein with respect to any Specially Serviced Loans to the extent such provisions of the Pooling and Servicing Agreement are incorporated herein pursuant to Section 3.01(c) of this AgreementLoan, and further to render such incidental services with respect to any Specially Serviced Loans Loan as are specifically provided for under therein; provided, further, however, that the Sub-Servicer shall continue to be entitled to its Sub-Servicing Fee with respect to any such Specially Serviced Loan in accordance with and to the extent provided for in Section 3.01(c3.01(c)(17) of this Agreement. All references herein to the respective duties of the Sub-Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.22 of the Pooling and Servicing Agreement, as modified herein, herein and to the Special Servicer’s rights to service a Specially Serviced LoansLoan. Except as otherwise set forth below, for purposes of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Underwriters, the Initial Purchasers, the Controlling Class Certificateholder, the Directing Holder, the Operating Advisor, the Rating Agencies, the Rule 17g-5 Information Provider, the Special Servicer, the Underwriters, the Operating Advisor, the Asset Representations ReviewerCertificateholders, the Controlling Class Representative, the Rating Agencies, the Serviced Companion Loan Holder Representative and the Certificateholders Special Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder, (ii) references to the Master Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Sub-Servicer hereunder, (iii) references to the Mortgage Loans (Loans, as defined in the Pooling and Servicing Agreement), the Serviced Loan Combination (as defined in the Pooling and Servicing Agreement) and the Serviced Pari Passu Companion Loans or the Serviced Companion Loans (each as defined in the Pooling and Servicing Agreement) in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Mortgage Loans (as defined in this Agreement), the Serviced Loan Combination (as defined in this Agreement) and the Serviced Pari Passu Companion Loan (as defined in this Agreement), respectivelyherein, and (iv) references to the Pooling and Servicing Agreement in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to this Agreement (such modifications of the Incorporated Sections (and of in the defined terms used therein) pursuant to clauses (i) through (iv) of this sentence shall be referred to herein as the “References Modification”). In each case where the Master Servicer is given any power to act under the provisions of the Incorporated Sections, such power is hereby delegated to the Sub-Servicer to the extent necessary to perform its obligations under this Agreement and subject Agreement. The Sub-Servicer shall have no duties or obligations with respect to any restrictions in this AgreementServiced Loan Combination or Serviced Companion Loan. The Sub-Servicer shall perform the duties and obligations allocated to the Sub-Servicer as reflected on the Task List. To the extent of any conflict or inconsistency between the Task List and this Agreement (other than the Task List), this Agreement shall control. Without limiting the generality of the foregoing, with respect to any requirement in an Incorporated Section for the Master Servicer to provide notices or documents to, or otherwise communicate with, any other party to the Pooling and Servicing Agreement, it is the intent of the parties hereto that, except as required by Article X XI of the Pooling and Servicing Agreement as incorporated herein and except as expressly set forth hereinspecified in Section 3.01(c)(26) of this Agreement, the Sub-Servicer provide such notices or documents to, or otherwise communicate with, the Master Servicer, and the Master Servicer provide such notices or documents to, or otherwise communicate with, the other party or parties to the Pooling and Servicing Agreement. (c) The following Sections of the Pooling and Servicing Agreement, unless otherwise provided in this Section 3.01(c)) of this Agreement, are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to the References Modification, are hereby further modified as set forth below: (1) Section 2.03(a). Promptly after receipt thereof from the Depositor, the Master Servicer shall provide a copy of the PCC Loan Purchase Agreement to the Sub-Servicer. The Sub-Servicer shall notify the Master Servicer in writing within five (5) Business Days after the Sub-Servicer discovers or receives notice alleging a Document Defect or a Breach or receives a Repurchase Communication of a Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection. The Sub-Servicer shall promptly provide to the Master Servicer a copy of any written Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection received by the Sub-Servicer and such other information in the possession of the Sub-Servicer reasonably requested by the Master Servicer to fulfill its obligations under Section 2.03(a) of the Pooling and Servicing Agreement. (2) Section 2.05.