Common use of Sub-Servicing Clause in Contracts

Sub-Servicing. (a) The Master Servicer shall supervise, administer, monitor, enforce and oversee the servicing of the applicable Mortgage Loans by any Sub-Servicer appointed by it. Other than with respect to the agreements with any other Sub-Servicer (including the Seller Sub-Servicer) under agreements that are in effect on the Closing Date (each a “Surviving Sub-Servicer”), the terms of any arrangement or agreement between the Master Servicer and a Sub-Servicer shall provide that such agreement or arrangement may be terminated, without cause and without the payment of any termination fees, by the Trustee if such Master Servicer is terminated in accordance with this Agreement. In addition, none of the Trustee, the Certificate Administrator, the Custodian, the Certificateholders, the holder of any Serviced Companion Loan or the holder of any B Note shall have any direct obligation or liability (including, without limitation, indemnification obligations) with respect to any Sub-Servicer. The Master Servicer shall be solely responsible for the payment of compensation to any Sub-Servicer appointed by it. The Master Servicer shall pay the costs of enforcement against any of its Sub-Servicers at its own expense, but shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement only to the extent that such recovery exceeds all amounts due in respect of the related Mortgage Loans or (ii) from a specific recovery of costs, expenses or attorney’s fees against the party against whom such enforcement is directed. Notwithstanding the provisions of any primary servicing agreement or sub-servicing agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer or a Sub-Servicer, or reference to actions taken through a Sub-Servicer or otherwise, the Master Servicer shall remain obligated and liable to the Trust, the Trustee, the Certificate Administrator, the Custodian, the Special Servicer and the Certificateholders for the servicing and administering of the applicable Mortgage Loans and the Serviced Companion Loans in accordance with (and subject to the limitations contained within) the provisions of this Agreement without diminution of such obligation or liability by virtue of indemnification from a Sub-Servicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering such Mortgage Loans. (b) Subject to the limitations of subsection (a), the Master Servicer may appoint one or more sub-servicers to perform all or any portion of its duties hereunder for the benefit of the Trust, the Trustee and the Certificateholders provided that, after the Closing Date, if and for so long as the Trust or, with respect to any Serviced Companion Loan, the trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, are subject to the reporting requirements of the Exchange Act, the Master Servicer shall not enter into a sub-servicing agreement with any Prohibited Party. (c) Notwithstanding anything herein to the contrary, any sub-servicing agreement with a Sub-Servicer shall provide that (i) the failure of such Sub-Servicer to comply with any of the requirements of Article XIII of this Agreement, (ii) if and for so long as the Trust or, with respect to any Serviced Companion Loan that is deposited into a trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, such other trust, is subject to the reporting requirements of the Exchange Act, the failure of such Sub-Servicer to comply with any requirements to deliver any items required by Items 1122 and 1123 of Regulation AB under any other pooling and servicing agreement relating to any commercial mortgage loan securitization or (iii) the status of such Sub-Servicer as a Prohibited Party at any time during which the Trust is subject to the reporting requirements of the Exchange Act, shall each constitute an event of default by such Sub-Servicer under such sub-servicing agreement upon the occurrence of which any of the Master Servicer, the Special Servicer or the Depositor shall have the right to immediately terminate such Sub-Servicer and that such termination shall be deemed for cause.

Sub-Servicing. (a) The Master Servicer shall supervise, administer, monitor, enforce and oversee the servicing of the applicable Mortgage Loans by any Sub-Servicer appointed by it. Other than with respect to the agreements with any other Sub-Servicer (including the Seller Sub-Servicer) under agreements that are in effect on the Closing Date (each a “Surviving Sub-Servicer”), the terms of any arrangement or agreement between the Master Servicer and a Sub-Servicer shall provide that such agreement or arrangement may be terminated, without cause and without the payment of any termination fees, by the Trustee if such Master Servicer is terminated in accordance with this Agreement. In addition, none of the Trustee, the Certificate Administrator, the Custodian, the Certificateholders, the holder of any Serviced Companion Loan or the holder of any B Note shall have any direct obligation or liability (including, without limitation, indemnification obligations) with respect to any Sub-Servicer. The Master Servicer shall be solely responsible for the payment of compensation to any Sub-Servicer appointed by it. The Master Servicer shall pay the costs of enforcement against any of its Sub-Servicers at its own expense, but shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement only to the extent that such recovery exceeds all amounts due in respect of the related Mortgage Loans or (ii) from a specific recovery of costs, expenses or attorney’s attorneys fees against the party against whom such enforcement is directed. Notwithstanding the provisions of any primary servicing agreement or sub-servicing agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer or a Sub-Servicer, or reference to actions taken through a Sub-Servicer or otherwise, the Master Servicer shall remain obligated and liable to the Trust, the Trustee, the Certificate Administrator, the Custodian, the Special Servicer and the Certificateholders for the servicing and administering of the applicable Mortgage Loans and the Serviced Companion Loans in accordance with (and subject to the limitations contained within) the provisions of this Agreement without diminution of such obligation or liability by virtue of indemnification from a Sub-Servicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering such the Mortgage Loans. (b) Subject to the limitations of subsection (a), the Master Servicer may appoint one or more sub-servicers to perform all or any portion of its duties hereunder for the benefit of the Trust, the Trustee and the Certificateholders provided that, after the Closing Date, if and for so long as the Trust or, with respect to any Serviced Companion Loan, the trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, are subject to the reporting requirements of the Exchange Act, the Master Servicer shall not enter into a sub-servicing agreement with any Prohibited Party. (c) Notwithstanding anything herein to the contrary, any sub-servicing agreement with a Sub-Servicer shall provide that (i) the failure of such Sub-Servicer to comply with any of the requirements of Article XIII of this Agreement, (ii) if and for so long as the Trust or, with respect to any Serviced Companion Loan that is deposited into a trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, such other trust, is subject to the reporting requirements of the Exchange Act, the failure of such Sub-Servicer to comply with any requirements to deliver any items required by Items 1122 and 1123 of Regulation AB under any other pooling and servicing agreement relating to any commercial mortgage loan securitization similar to the Trust or (iii) the status of such Sub-Servicer as a Prohibited Party at any time during which the Trust is subject to the reporting requirements of the Exchange Act, shall each constitute an event of default by such Sub-Servicer under such sub-servicing agreement upon the occurrence of which any of the Master Servicer, the Special Servicer or the Depositor shall have the right to immediately terminate such Sub-Servicer and that such termination shall be deemed for cause.

Sub-Servicing. (a) The Master Servicer shall supervise, administer, monitor, enforce and oversee the servicing of the applicable Mortgage Loans by any Sub-Servicer appointed by it. Other than with respect to the agreements with any other Sub-Servicer (including the Seller Sub-Servicer) under agreements that are in effect on the Closing Date (each a “Surviving Sub-Servicer”), the terms of any arrangement or agreement between the Master Servicer and a Sub-Servicer shall provide that such agreement or arrangement may be terminated, without cause and without the payment of any termination fees, by the Trustee if such Master Servicer is terminated in accordance with this Agreement. In addition, none of the Trustee, the Certificate Administrator, the Custodian, the Certificateholders, the holder of any Serviced Companion Loan or the holder of any B Note shall have any direct obligation or liability (including, without limitation, indemnification obligations) with respect to any Sub-Servicer. The Master Servicer shall be solely responsible for the payment of compensation to any Sub-Servicer appointed by it. The Master Servicer shall pay the costs of enforcement against any of its Sub-Servicers at its own expense, but shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement only to the extent that such recovery exceeds all amounts due in respect of the related Mortgage Loans or (ii) from a specific recovery of costs, expenses or attorney’s fees against the party against whom such enforcement is directed. Notwithstanding the provisions of any primary servicing agreement or sub-servicing agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer or a Sub-Servicer, or reference to actions taken through a Sub-Servicer or otherwise, the Master Servicer shall remain obligated and liable to the Trust, the Trustee, the Certificate Administrator, the Custodian, the Special Servicer and the Certificateholders for the servicing and administering of the applicable Mortgage Loans and the Serviced Companion Loans in accordance with (and subject to the limitations contained within) the provisions of this Agreement without diminution of such obligation or liability by virtue of indemnification from a Sub-Servicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering such Mortgage Loans. (b) Subject to the limitations of subsection (a), the Master Servicer may appoint one or more sub-servicers to perform all or any portion of its duties hereunder for the benefit of the Trust, the Trustee and the Certificateholders provided that, after the Closing Date, if and for so long as the Trust or, with respect to any Serviced Companion Loan, the trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, are subject to the reporting requirements of the Exchange Act, the Master Servicer shall not enter into a sub-servicing agreement with any Prohibited Party. (c) Notwithstanding anything herein to the contrary, any sub-servicing agreement with a Sub-Servicer shall provide that (i) the failure of such Sub-Servicer to comply with any of the requirements of Article XIII of this AgreementAgreement or the Exchange Act reporting requirement under any other pooling and servicing agreement to which the Depositor is a party, (ii) if and for so long as the Trust or, with respect to any Serviced Companion Loan that is deposited into a trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, such other trust, is subject to the reporting requirements of the Exchange Act, the failure of such Sub-Servicer to comply with any requirements to deliver any items required by Items 1122 and 1123 of Regulation AB under any other pooling and servicing agreement relating to any commercial mortgage loan securitization similar to the Trust or to which the Depositor is a party or (iii) the status of such Sub-Servicer as a Prohibited Party at any time during which the Trust is subject to the reporting requirements of the Exchange Act, shall each constitute an event of default by such Sub-Servicer under such sub-servicing agreement upon the occurrence of which any of the Master Servicer, the Special Servicer or the Depositor shall have the right to immediately terminate such Sub-Servicer and that such termination shall be deemed for cause.

Sub-Servicing. (a) The Master Servicer shall supervise, administer, monitor, enforce and oversee the servicing of the applicable Mortgage Loans by any Sub-Servicer appointed by it. Other than with respect to the agreements with any other Sub-Servicer (including the Seller Sub-Servicer) under agreements that are in effect on the Closing Date (each a “Surviving Sub-Servicer”), the terms of any arrangement or agreement between the Master Servicer and a Sub-Servicer shall provide that such agreement or arrangement may be terminated, without cause and without the payment of any termination fees, by the Trustee if such Master Servicer is terminated in accordance with this Agreement. In addition, none of the Trustee, the Certificate Administrator, the Custodian, the Certificateholders, the holder of any Serviced Companion Loan or the holder of any B Note shall have any direct obligation or liability (including, without limitation, indemnification obligations) with respect to any Sub-Servicer. The Master Servicer shall be solely responsible for the payment of compensation to any Sub-Servicer appointed by it. The Master Servicer shall pay the costs of enforcement against any of its Sub-Servicers at its own expense, but shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement only to the extent that such recovery exceeds all amounts due in respect of the related Mortgage Loans or (ii) from a specific recovery of costs, expenses or attorney’s attorneys fees against the party against whom such enforcement is directed. Notwithstanding the provisions of any primary servicing agreement or sub-servicing agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer or a Sub-Servicer, or reference to actions taken through a Sub-Servicer or otherwise, the Master Servicer shall remain obligated and liable to the Trust, the Trustee, the Certificate Administrator, the Custodian, the Special Servicer and the Certificateholders for the servicing and administering of the applicable Mortgage Loans and the Serviced Companion Loans in accordance with (and subject to the limitations contained within) the provisions of this Agreement without diminution of such obligation or liability by virtue of indemnification from a Sub-Servicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering such the Mortgage Loans. (b) Subject to the limitations of subsection (a), the Master Servicer may appoint one or more sub-servicers to perform all or any portion of its duties hereunder (including, without limitation, with respect to any Mortgaged Property securing the Tx Xxxxxx Hotels & Resorts Portfolio Mortgage Loan located in Mexico) for the benefit of the Trust, the Trustee and the Certificateholders provided that, after the Closing Date, if and for so long as the Trust or, with respect to any Serviced Companion Loan, the trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, are subject to the reporting requirements of the Exchange Act, the Master Servicer shall not enter into a sub-servicing agreement with any Prohibited Party. (c) Notwithstanding anything herein to the contrary, any sub-servicing agreement with a Sub-Servicer shall provide that (i) the failure of such Sub-Servicer to comply with any of the requirements of Article XIII of this Agreement, (ii) if and for so long as the Trust or, with respect to any Serviced Companion Loan that is deposited into a trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, such other trust, is subject to the reporting requirements of the Exchange Act, the failure of such Sub-Servicer to comply with any requirements to deliver any items required by Items 1122 and 1123 of Regulation AB under any other pooling and servicing agreement relating to any commercial mortgage loan securitization similar to the Trust or (iii) the status of such Sub-Servicer as a Prohibited Party at any time during which the Trust is subject to the reporting requirements of the Exchange Act, shall each constitute an event of default by such Sub-Servicer under such sub-servicing agreement upon the occurrence of which any of the Master Servicer, the Special Servicer or the Depositor shall have the right to immediately terminate such Sub-Servicer and that such termination shall be deemed for cause.

Sub-Servicing. (a) The Master Servicer shall supervise, administer, monitor, enforce and oversee the servicing of the applicable Mortgage Loans by any Sub-Servicer appointed by it. Other than with respect to the agreements with any other Sub-Servicer (including the Seller Sub-Servicer) under agreements that are in effect on the Closing Date (each a “Surviving Sub-Servicer”), the terms of any arrangement or agreement between the Master Servicer and a Sub-Servicer shall provide that such agreement or arrangement may be terminated, without cause and without the payment of any termination fees, by the Trustee if such Master Servicer is terminated in accordance with this Agreement. In addition, none of the Trustee, the Certificate Administrator, the Custodian, the Certificateholders, the holder of any Serviced Companion Loan or the holder of any B Note shall have any direct obligation or liability (including, without limitation, indemnification obligations) with respect to any Sub-Servicer. The Master Servicer shall be solely responsible for the payment of compensation to any Sub-Servicer appointed by it. The Master Servicer shall pay the costs of enforcement against any of its Sub-Servicers at its own expense, but shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement only to the extent that such recovery exceeds all amounts due in respect of the related Mortgage Loans or (ii) from a specific recovery of costs, expenses or attorney’s attorneys fees against the party against whom such enforcement is directed. Notwithstanding the provisions of any primary servicing agreement or sub-servicing agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer or a Sub-Servicer, or reference to actions taken through a Sub-Servicer or otherwise, the Master Servicer shall remain obligated and liable to the Trust, the Trustee, the Certificate Administrator, the Custodian, the Special Servicer and the Certificateholders for the servicing and administering of the applicable Mortgage Loans and the Serviced Companion Loans in accordance with (and subject to the limitations contained within) the provisions of this Agreement without diminution of such obligation or liability by virtue of indemnification from a Sub-Servicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering such the Mortgage Loans. (b) Subject to the limitations of subsection (a), the Master Servicer may appoint one or more sub-servicers to perform all or any portion of its duties hereunder for the benefit of the Trust, the Trustee and the Certificateholders provided that, after the Closing Date, if and for so long as the Trust or, with respect to any Serviced Companion Loan, the trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, are subject to the reporting requirements of the Exchange Act, the Master Servicer shall not enter into a sub-servicing agreement with any Prohibited Party. (c) Notwithstanding anything herein to the contrary, any sub-servicing agreement with a Sub-Servicer shall provide that (i) the failure of such Sub-Servicer to comply with any of the requirements of Article XIII of this Agreement, (ii) if and for so long as the Trust or, with respect to any Serviced Companion Loan that is deposited into a trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, such other trust, is subject to the reporting requirements of the Exchange Act, the failure of such Sub-Servicer to comply with any requirements to deliver any items required by Items 1122 and 1123 of Regulation AB under any other pooling and servicing agreement relating to any commercial mortgage loan securitization similar to the Trust or (iii) the status of such Sub-Servicer as a Prohibited Party at any time during which the Trust is subject to the reporting requirements of the Exchange Act, shall each constitute an event of default by such Sub-Servicer under such sub-servicing agreement upon the occurrence of which any of the Master Servicer, the Special Servicer or the Depositor shall have the right to immediately terminate such Sub-Servicer and that such termination shall be deemed for cause.

Sub-Servicing. (a) The Master Servicer shall supervise, administer, monitor, enforce and oversee the servicing of the applicable Mortgage Loans by any Sub-Servicer appointed by it. Other than with respect to the agreements with any other Sub-Servicer (including the Seller Sub-Servicer) under agreements that are in effect on the Closing Date (each a “Surviving Sub-Servicer”), the terms of any arrangement or agreement between the Master Servicer and a Sub-Servicer shall provide that such agreement or arrangement may be terminated, without cause and without the payment of any termination fees, by the Trustee if such Master Servicer is terminated in accordance with this Agreement. In addition, none of the Trustee, the Certificate Administrator, the Custodian, the Certificateholders, the holder of any Serviced Companion Loan or the holder of any B Note shall have any direct obligation or liability (including, without limitation, indemnification obligations) with respect to any Sub-Servicer. The Master Servicer shall be solely responsible for the payment of compensation to any Sub-Servicer appointed by it. The Master Servicer shall pay the costs of enforcement against any of its Sub-Servicers at its own expense, but shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement only to the extent that such recovery exceeds all amounts due in respect of the related Mortgage Loans or (ii) from a specific recovery of costs, expenses or attorney’s fees against the party against whom such enforcement is directed. Notwithstanding the provisions of any primary servicing agreement or sub-servicing agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer or a Sub-Servicer, or reference to actions taken through a Sub-Servicer or otherwise, the Master Servicer shall remain obligated and liable to the Trust, the Trustee, the Certificate Administrator, the Custodian, the Special Servicer and the Certificateholders for the servicing and administering of the applicable Mortgage Loans and the Serviced Companion Loans in accordance with (and subject to the limitations contained within) the provisions of this Agreement without diminution of such obligation or liability by virtue of indemnification from a Sub-Servicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering such the Mortgage Loans. (b) Subject to the limitations of subsection (a), the Master Servicer may appoint one or more sub-servicers to perform all or any portion of its duties hereunder for the benefit of the Trust, the Trustee and the Certificateholders provided that, after the Closing Date, if and for so long as the Trust or, with respect to any Serviced Companion Loan, the trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, are subject to the reporting requirements of the Exchange Act, the Master Servicer shall not enter into a sub-servicing agreement with any Prohibited Party. (c) Notwithstanding anything herein to the contrary, any sub-servicing agreement with a Sub-Servicer shall provide that (i) the failure of such Sub-Servicer to comply with any of the requirements of Article XIII of this Agreement, (ii) if and for so long as the Trust or, with respect to any Serviced Companion Loan that is deposited into a trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, such other trust, is subject to the reporting requirements of the Exchange Act, the failure of such Sub-Servicer to comply with any requirements to deliver any items required by Items 1122 and 1123 of Regulation AB under any other pooling Other Companion Loan Pooling and servicing agreement Servicing Agreement relating to any commercial mortgage loan securitization similar to the Trust or (iii) the status of such Sub-Servicer as a Prohibited Party at any time during which the Trust is subject to the reporting requirements of the Exchange Act, shall each constitute an event of default by such Sub-Servicer under such sub-servicing agreement upon the occurrence of which any of the Master Servicer, the Special Servicer or the Depositor shall have the right to immediately terminate such Sub-Servicer and that such termination shall be deemed for cause.

Sub-Servicing. (a) The Master Servicer shall supervise, administer, monitor, enforce and oversee the servicing of the applicable Mortgage Loans by any Sub-Servicer appointed by it. Other than with respect to the agreements with any other Sub-Servicer (including the Seller Sub-Servicer) under agreements that are in effect on the Closing Date (each a “Surviving Sub-Servicer”), the terms of any arrangement or agreement between the Master Servicer and a Sub-Servicer shall provide that such agreement or arrangement may be terminated, without cause and without the payment of any termination fees, by the Trustee if such Master Servicer is terminated in accordance with this Agreement. In addition, none of the Trustee, the Certificate Administrator, the Custodian, the Certificateholders, the holder of any Serviced Companion Loan or the holder of any B Note shall have any direct obligation or liability (including, without limitation, indemnification obligations) with respect to any Sub-Servicer. The Master Servicer shall be solely responsible for the payment of compensation to any Sub-Servicer appointed by it. The Master Servicer shall pay the costs of enforcement against any of its Sub-Servicers at its own expense, but shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement only to the extent that such recovery exceeds all amounts due in respect of the related Mortgage Loans or (ii) from a specific recovery of costs, expenses or attorney’s attorneys fees against the party against whom such enforcement is directed. Notwithstanding the provisions of any primary servicing agreement or sub-servicing agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer or a Sub-Servicer, or reference to actions taken through a Sub-Servicer or otherwise, the Master Servicer shall remain obligated and liable to the Trust, the Trustee, the Certificate Administrator, the Custodian, the Special Servicer and the Certificateholders for the servicing and administering of the applicable Mortgage Loans and the Serviced Companion Loans in accordance with (and subject to the limitations contained within) the provisions of this Agreement without diminution of such obligation or liability by virtue of indemnification from a Sub-Servicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering such the Mortgage Loans. (b) Subject to the limitations of subsection (a), the Master Servicer may appoint one or more sub-servicers to perform all or any portion of its duties hereunder for the benefit of the Trust, the Trustee and the Certificateholders provided that, after the Closing Date, if and for so long as the Trust or, with respect to any Serviced Companion Loan, the trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, are subject to the reporting requirements of the Exchange Act, the Master Servicer shall not enter into a sub-servicing agreement with any Prohibited Party. (c) Notwithstanding anything herein to the contrary, any sub-servicing agreement with a Sub-Servicer shall provide that (i) the failure of such Sub-Servicer to comply with any of the requirements of Article XIII of this Agreement, (ii) if and for so long as the Trust or, with respect to any Serviced Companion Loan that is deposited into a trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, such other trust, is subject to the reporting requirements of the Exchange Act, the failure of such Sub-Servicer to comply with any requirements to deliver any items required by Items 1122 and 1123 of Regulation AB (X) other than with respect to Bank of America as primary servicer under the Primary Servicing Agreement, under any other pooling and servicing agreement relating to any commercial mortgage loan securitization similar to the Trust or (Y) with respect to Bank of America as primary servicer under the Primary Servicing Agreement, under this Agreement or any applicable Other Companion Loan Pooling and Servicing Agreement or (iii) the status of such Sub-Servicer as a Prohibited Party at any time during which the Trust is subject to the reporting requirements of the Exchange Act, shall each constitute an event of default by such Sub-Servicer under such sub-servicing agreement upon the occurrence of which any of the Master Servicer, the Special Servicer or the Depositor shall have the right to immediately terminate such Sub-Servicer and that such termination shall be deemed for cause.

Sub-Servicing. (a) The Master Servicer shall supervise, administer, monitor, enforce and oversee the servicing of the applicable Mortgage Loans by any Sub-Servicer appointed by it. Other than with respect to the agreements with any other Sub-Servicer (including the Seller Sub-Servicer) under agreements that are in effect on the Closing Date (each a “Surviving Sub-Servicer”), the terms of any arrangement or agreement between the Master Servicer and a Sub-Servicer shall provide that such agreement or arrangement may be terminated, without cause and without the payment of any termination fees, by the Trustee if such Master Servicer is terminated in accordance with this Agreement. In addition, none of the Trustee, the Certificate Administrator, the Custodian, the Certificateholders, the holder of any Serviced Companion Loan or the holder of any B Note shall have any direct obligation or liability (including, without limitation, indemnification obligations) with respect to any Sub-Servicer. The Master Servicer shall be solely responsible for the payment of compensation to any Sub-Servicer appointed by it. The Master Servicer shall pay the costs of enforcement against any of its Sub-Servicers at its own expense, but shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement only to the extent that such recovery exceeds all amounts due in respect of the related Mortgage Loans or (ii) from a specific recovery of costs, expenses or attorney’s fees against the party against whom such enforcement is directed. Notwithstanding the provisions of any primary servicing agreement or sub-servicing agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer or a Sub-Servicer, or reference to actions taken through a Sub-Servicer or otherwise, the Master Servicer shall remain obligated and liable to the Trust, the Trustee, the Certificate Administrator, the Custodian, the Special Servicer and the Certificateholders for the servicing and administering of the applicable Mortgage Loans and the Serviced Companion Loans in accordance with (and subject to the limitations contained within) the provisions of this Agreement without diminution of such obligation or liability by virtue of indemnification from a Sub-Servicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering such Mortgage Loans. (b) Subject to the limitations of subsection (a), the Master Servicer may appoint one or more sub-servicers to perform all or any portion of its duties hereunder for the benefit of the Trust, the Trustee and the Certificateholders provided that, after the Closing Date, if and for so long as the Trust or, with respect to any Serviced Companion Loan, the trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, are subject to the reporting requirements of the Exchange Act, the Master Servicer shall not enter into a sub-servicing agreement with any Prohibited Party. (c) Notwithstanding anything herein to the contrary, any sub-servicing agreement with a Sub-Servicer shall provide that (i) the failure of such Sub-Servicer to comply with any of the requirements of Article XIII of this Agreement, (ii) if and for so long as the Trust or, with respect to any Serviced Companion Loan that is deposited into a trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, such other trust, is subject to the reporting requirements of the Exchange Act, the failure of such Sub-Servicer to comply with any requirements to deliver any items required by Items 1122 and 1123 of Regulation AB under any other pooling and servicing agreement relating to any commercial mortgage loan securitization similar to the Trust or (iii) the status of such Sub-Servicer as a Prohibited Party at any time during which the Trust is subject to the reporting requirements of the Exchange Act, shall each constitute an event of default by such Sub-Servicer under such sub-servicing agreement upon the occurrence of which any of the Master Servicer, the Special Servicer or the Depositor shall have the right to immediately terminate such Sub-Servicer and that such termination shall be deemed for cause.

Sub-Servicing. (a) The Master Servicer shall supervise, administer, monitor, enforce and oversee the servicing of the applicable Mortgage Loans by any Sub-Servicer appointed by it. Other than with respect to the agreements with any other Sub-Servicer (including the Seller Sub-Servicer) under agreements that are in effect on the Closing Date (each a “Surviving Sub-Servicer”), the terms of any arrangement or agreement between the Master Servicer and a Sub-Servicer shall provide that such agreement or arrangement may be terminated, without cause and without the payment of any termination fees, by the Trustee if such Master Servicer is terminated in accordance with this Agreement. In addition, none of the Trustee, the Certificate Administrator, the Custodian, the Certificateholders, the holder of any Serviced Companion Loan or the holder of any B Note shall have any direct obligation or liability (including, without limitation, indemnification obligations) with respect to any Sub-Servicer. The Master Servicer shall be solely responsible for the payment of compensation to any Sub-Servicer appointed by it. The Master Servicer shall pay the costs of enforcement against any of its Sub-Servicers at its own expense, but shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement only to the extent that such recovery exceeds all amounts due in respect of the related Mortgage Loans or (ii) from a specific recovery of costs, expenses or attorney’s attorneys fees against the party against whom such enforcement is directed. Notwithstanding the provisions of any primary servicing agreement or sub-servicing agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer or a Sub-Servicer, or reference to actions taken through a Sub-Servicer or otherwise, the Master Servicer shall remain obligated and liable to the Trust, the Trustee, the Certificate Administrator, the Custodian, the Special Servicer and the Certificateholders for the servicing and administering of the applicable Mortgage Loans and the Serviced Companion Loans in accordance with (and subject to the limitations contained within) the provisions of this Agreement without diminution of such obligation or liability by virtue of indemnification from a Sub-Servicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering such the Mortgage Loans. (b) Subject to the limitations of subsection (a), the Master Servicer may appoint one or more sub-servicers to perform all or any portion of its duties hereunder for the benefit of the Trust, the Trustee and the Certificateholders provided that, after the Closing Date, if and for so long as the Trust or, with respect to any Serviced Companion Loan, the trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, are subject to the reporting requirements of the Exchange Act, the Master Servicer shall not enter into a sub-servicing agreement with any Prohibited Party. (c) Notwithstanding anything herein to the contrary, any sub-servicing agreement with a Sub-Servicer shall provide that (i) the failure of such Sub-Servicer to comply with any of the requirements of Article XIII of this Agreement, (ii) if and for so long as the Trust or, with respect to any Serviced Companion Loan that is deposited into a trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, such other trust, is subject to the reporting requirements of the Exchange Act, the failure of such Sub-Servicer to comply with any requirements to deliver any items required by Items 1122 and 1123 of Regulation AB under any other pooling and servicing agreement relating to any commercial mortgage loan securitization similar to the Trust or (iii) the status of such Sub-Servicer as a Prohibited Party at any time during which the Trust is subject to the reporting requirements of the Exchange Act, shall each constitute an event of default by such Sub-Servicer under such sub-servicing agreement upon the occurrence of which any of the Master Servicer, the Special Servicer or the Depositor shall have the right to immediately terminate such Sub-Servicer and that such termination shall be deemed for cause.

Sub-Servicing. (a) The Master Servicer or the Special Servicer may enter into Sub-Servicing Agreements with third parties with respect to any of its respective obligations hereunder, provided that (1) any such agreement shall supervisebe consistent with the provisions of this Agreement, administer(2) no Sub-Servicer retained by the Master Servicer or the Special Servicer shall grant any modification, monitor, enforce and oversee waiver or amendment to any Mortgage Loan without the servicing approval of the applicable Master Servicer or the Special Servicer, as applicable, and (3) the Special Servicer must obtain a Rating Agency Confirmation from Fitch before it enters into Sub-Servicing Agreements covering Mortgage Loans representing more than 25% of the aggregate outstanding principal balance of all of the Mortgage Loans. Any such Sub-Servicing Agreement may permit the Sub-Servicer to delegate its duties to agents or subcontractors so long as the related agreements or arrangements with such agents or subcontractors are consistent with the provisions of this Section 3.2(a). Any Sub-Servicing Agreement entered into by the Master Servicer or the Special Servicer, shall provide that it may be assumed or terminated by the Trustee or successor Master Servicer or Special Servicer if the Trustee or a successor Master Servicer or Special Servicer has assumed the duties of the Master Servicer or the Special Servicer, as applicable, without cost or obligation to the assuming or terminating party or the Trust Fund, upon the assumption by the Trustee or a successor Master Servicer or Special Servicer of the obligations of the Master Servicer or the Special Servicer, as applicable, pursuant to Section 7.2; provided, however, that the Trustee or successor Master Servicer may not terminate any Sub-Servicing Agreement entered into by the Master Servicer as of the Closing Date with respect to any of the Column Loans unless the related Sub-Servicer is in default under such Sub-Servicing Agreement, which Sub-Servicing Agreement must provide that (i) the Sub-Servicer is in default if it causes the Master Servicer to be in default under this Agreement and (ii) the related Sub-Servicer is required to perform its servicing obligations in a manner consistent with the Servicing Standard. Any Sub-Servicing Agreement, and any other transactions or services relating to the Mortgage Loans involving a Sub-Servicer, shall be deemed to be between the Master Servicer or the Special Servicer, as applicable, and such Sub-Servicer alone, and the Trustee and the Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Sub-Servicer, including the Depositor acting in such capacity, except as set forth in Section 3.2(c). (b) The Master Servicer and the Special Servicer shall each pay the respective fees of any Sub-Servicer appointed retained by it. Other than it thereunder from its own funds in accordance with respect to the agreements with any other applicable Sub-Servicing Agreement. (c) If the Trustee or any successor Master Servicer (including or Special Servicer assumes the Seller Sub-Servicer) under agreements that are in effect on the Closing Date (each a “Surviving Sub-Servicer”), the terms obligations of any arrangement or agreement between the Master Servicer or the Special Servicer, as applicable, in accordance with Section 7.2, the Trustee or such successor Master Servicer or Special Servicer, to the extent necessary to permit the Trustee or such successor Master Servicer or Special Servicer to carry out the provisions of Section 7.2, shall, without act or deed on the part of the Trustee or such successor Master Servicer or Special Servicer, succeed to all of the rights and a obligations of the Master Servicer or Special Servicer under any Sub-Servicing Agreement entered into by the Master Servicer or Special Servicer pursuant to Section 3.2(a), subject to the right of termination by the Trustee, if any, set forth in Section 3.2(a). In such event, the Trustee or such successor Master Servicer or Special Servicer shall provide be deemed to have assumed all of the Master Servicer's or Special Servicer's interest therein (but not any liabilities or obligations in respect of acts or omissions of the Master Servicer or Special Servicer prior to such deemed assumption) and to have replaced the Master Servicer or the Special Servicer, as applicable, as a party to such Sub-Servicing Agreement to the same extent as if such Sub-Servicing Agreement had been assigned to the Trustee or such successor Master Servicer, except that such agreement the Master Servicer or arrangement may the Special Servicer shall not thereby be terminated, without cause and without the payment relieved of any termination fees, liability or obligations under such Sub-Servicing Agreement that accrued prior to the assumption of duties hereunder by the Trustee if or such successor Master Servicer is terminated in accordance with this Agreementor Special Servicer. In addition, none the event that the Trustee or any successor Master Servicer or Special Servicer assumes the servicing obligations of the TrusteeMaster Servicer or the Special Servicer, as the case may be, upon request of the Trustee or such successor Master Servicer or Special Servicer, as the case may be, the Certificate Administrator, the Custodian, the Certificateholders, the holder of any Serviced Companion Loan or the holder of any B Note shall have any direct obligation or liability (including, without limitation, indemnification obligations) with respect to any Sub-Servicer. The Master Servicer shall be solely responsible for the payment of compensation to any Sub-or Special Servicer appointed by it. The Master Servicer shall pay the costs of enforcement against any of its Sub-Servicers shall, at its own expense, but shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement only deliver to the extent that Trustee or such recovery exceeds successor Master Servicer or Special Servicer (as the case may be) all amounts due in respect of documents and records relating to any Sub-Servicing Agreement and the related Mortgage Loans or (ii) from a specific recovery then being serviced thereunder and an accounting of costsamounts collected and held by it, expenses or attorney’s fees against if any, and the party against whom such enforcement is directed. Notwithstanding Master Servicer will otherwise use its best efforts to effect the provisions orderly and efficient transfer of any primary servicing agreement Sub-Servicing Agreement to the Trustee or subsuch successor Master Servicer. (d) Notwithstanding any Sub-servicing agreementServicing Agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer or a Special Servicer and any Person acting as Sub-Servicer, Servicer (or its agents or subcontractors) or any reference to actions taken through a any Person acting as Sub-Servicer or otherwise, the Master Servicer or the Special Servicer, as applicable, shall remain obligated and liable to the Trust, the Trustee, the Certificate Administrator, the Custodian, the Special Servicer Trustee and the Certificateholders for the servicing and administering of the applicable Mortgage Loans and the Serviced Companion Loans in accordance with (and subject to the limitations contained within) the provisions of this Agreement without diminution of such obligation or liability by virtue of such Sub-Servicing Agreements or arrangements or by virtue of indemnification from a the Depositor or any Person acting as Sub-Servicer and (or its agents or subcontractors) to the same extent and under the same terms and conditions as if the Master Servicer alone or Special Servicer, as applicable, were servicing and administering such the Mortgage Loans. (b) Subject Loans alone. The Master Servicer or the Special Servicer, as applicable, shall be entitled to the limitations enter into an agreement with any Sub-Servicer providing for indemnification of subsection (a), the Master Servicer may appoint one or more sub-servicers to perform all or any portion of its duties hereunder for the benefit of the TrustSpecial Servicer, the Trustee and the Certificateholders provided thatas applicable, after the Closing Date, if and for so long as the Trust or, with respect to any Serviced Companion Loan, the trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, are subject to the reporting requirements of the Exchange Act, the Master Servicer shall not enter into a sub-servicing agreement with any Prohibited Party. (c) Notwithstanding anything herein to the contrary, any sub-servicing agreement with a Sub-Servicer shall provide that (i) the failure of such Sub-Servicer to comply with any of the requirements of Article XIII of this Agreement, (ii) if and for so long as the Trust or, with respect to any Serviced Companion Loan that is deposited into a trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, such other trust, is subject to the reporting requirements of the Exchange Act, the failure of such Sub-Servicer to comply with any requirements to deliver any items required by Items 1122 and 1123 of Regulation AB under any other pooling and servicing agreement relating to any commercial mortgage loan securitization or (iii) the status of such Sub-Servicer as a Prohibited Party at any time during which the Trust is subject to the reporting requirements of the Exchange Act, shall each constitute an event of default by such Sub-Servicer under such sub-servicing agreement upon the occurrence of which any of the Master Servicer, the Special Servicer or the Depositor shall have the right to immediately terminate such Sub-Servicer and that such termination nothing contained in this Agreement shall be deemed to limit or modify such indemnification, but no such agreement for causeindemnification shall be deemed to limit or modify this Agreement.

Sub-Servicing. The Servicer may appoint one or more sub-servicers (aeach, a "Sub-Servicer") to perform all or any portion of its duties hereunder for the benefit of the Trustee and the Certificateholders. The Master Servicer shall supervise, administer, monitor, enforce and oversee the servicing of the applicable Mortgage Loans by any Sub-Servicer appointed by it. Other than with respect to the agreements with any other Sub-Servicer (including the Seller Sub-Servicer) under agreements that are in effect on the Closing Date (each a “Surviving Sub-Servicer”), the The terms of any arrangement or agreement between the Master Servicer and a Sub-Servicer Servicer, shall provide that such agreement or arrangement may be terminated, without cause and without the payment of any termination fees, by the Trustee if in the event such Master Servicer is terminated in accordance with this Agreement. In addition, none of neither the Trustee, Trustee nor the Certificate Administrator, Paying Agent nor the Custodian, the Certificateholders, the holder of any Serviced Companion Loan or the holder of any B Note Certificateholders shall have any direct obligation or liability (including, without limitation, indemnification obligations) with respect to any Sub-Servicer. The Master Servicer shall be solely responsible for the payment of compensation to any Sub-Servicer appointed by it. The Master Servicer shall pay the costs of enforcement against any of its Sub-Servicers at its own expense, but shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement only to the extent that such recovery exceeds all amounts due in respect of the related Mortgage Loans or (ii) from a specific recovery of costs, expenses or attorney’s attorneys fees against the party against whom such enforcement is directed. Notwithstanding the provisions of any primary servicing agreement or sub-servicing agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer or a Sub-Servicer, or reference to actions taken through a Sub-Servicer or otherwise, the Master Servicer shall remain obligated and liable to the Trust, the Trustee, the Certificate Administrator, the Custodian, the Special Servicer Trustee and the Certificateholders for the servicing and administering of the applicable Mortgage Loans and the Serviced Companion Loans in accordance with (and subject to the limitations contained within) the provisions of this Agreement without diminution of such obligation or liability by virtue of indemnification from a Sub-Servicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering such the Mortgage Loans. (b) Subject to the limitations of subsection (a), the Master Servicer may appoint one or more sub-servicers to perform all or any portion of its duties hereunder for the benefit of the Trust, the Trustee and the Certificateholders provided that, after the Closing Date, if and for so long as the Trust or, with respect to any Serviced Companion Loan, the trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, are subject to the reporting requirements of the Exchange Act, the Master Servicer shall not enter into a sub-servicing agreement with any Prohibited Party. (c) Notwithstanding anything herein to the contrary, any sub-servicing agreement with a Sub-Servicer shall provide that (i) the failure of such Sub-Servicer to comply with any of the requirements of Article XIII of this Agreement, (ii) if and for so long as the Trust or, with respect to any Serviced Companion Loan that is deposited into a trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, such other trust, is subject to the reporting requirements of the Exchange Act, the failure of such Sub-Servicer to comply with any requirements to deliver any items required by Items 1122 and 1123 of Regulation AB under any other pooling and servicing agreement relating to any commercial mortgage loan securitization or (iii) the status of such Sub-Servicer as a Prohibited Party at any time during which the Trust is subject to the reporting requirements of the Exchange Act, shall each constitute an event of default by such Sub-Servicer under such sub-servicing agreement upon the occurrence of which any of the Master Servicer, the Special Servicer or the Depositor shall have the right to immediately terminate such Sub-Servicer and that such termination shall be deemed for cause.

Sub-Servicing. (a) The Master Servicer shall superviseor Special Servicer, administeras the case may be, monitor, enforce and oversee the servicing of the applicable Mortgage Loans by any Sub-Servicer appointed by it. Other than with respect to the agreements with any other Sub-Servicer (including the Seller Sub-Servicer) under agreements that are in effect on the Closing Date (each a “Surviving Sub-Servicer”), the terms of any arrangement or agreement between the Master Servicer and a Sub-Servicer shall provide that such agreement or arrangement may be terminated, without cause and without the payment of any termination fees, by the Trustee if such Master Servicer is terminated in accordance with this Agreement. In addition, none of the Trustee, the Certificate Administrator, the Custodian, the Certificateholders, the holder of any Serviced Companion Loan or the holder of any B Note shall have any direct obligation or liability (including, without limitation, indemnification obligations) with respect to any Sub-Servicer. The Master Servicer shall be solely responsible for the payment of compensation to any Sub-Servicer appointed by it. The Master Servicer shall pay the costs of enforcement against delegate any of its Subobligations hereunder to a sub-Servicers at its own expenseservicer (so long as such Person is a Qualified Servicer); provided, but however, that the Servicer or Special Servicer, as the case may be, shall be reimbursed therefor only provide oversight and supervision with regard to the performance of all subcontracted services and (i) from a general recovery resulting from such enforcement only any sub-servicing agreement shall be consistent with and subject to the extent that such recovery exceeds all amounts due in respect provisions of the related Mortgage Loans or this Agreement and (ii) from a specific recovery no sub-servicer retained shall foreclose on any Commercial Real Estate Loan or grant any modification, waiver, or amendment to the Asset Documents without the approval of coststhe Servicer or the Special Servicer, expenses or attorney’s fees against as the party against whom such enforcement is directedcase may be. Notwithstanding Neither the provisions existence of any primary servicing agreement or sub-servicing agreement, agreement nor any of the provisions of this Agreement relating to agreements or arrangements between sub-servicing shall relieve the Master Servicer or a Sub-Special Servicer, or reference as the case may be, of its obligations to actions taken through a Subthe Issuer hereunder. Notwithstanding any such sub-servicing agreement, the Servicer or otherwiseSpecial Servicer, as the Master Servicer case may be, shall remain be obligated and liable to the Trust, the Trustee, the Certificate Administrator, the Custodian, the Special Servicer and the Certificateholders for the servicing and administering of the applicable Mortgage Loans and the Serviced Companion Loans in accordance with (and subject to the limitations contained within) the provisions of this Agreement without diminution of such obligation or liability by virtue of indemnification from a Sub-Servicer and to the same extent and under the same terms and conditions as if the Master Servicer or the Special Servicer, as the case may be, alone were was servicing the related Commercial Real Estate Loans in accordance with the terms of this Agreement. The Servicer or Special Servicer, as the case may be, shall be solely liable for all fees owed by it to any sub-servicer, regardless of whether the compensation hereunder of the Servicer or Special Servicer, as the case may be, is sufficient to pay such fees. The Servicer and administering such Mortgage Loansthe Special Servicer shall be permitted to provide a copy of this Agreement, the Indenture and the Collateral Interest Purchase Agreement to any sub-servicer retained by the Servicer or the Special Servicer, as applicable. (b) Subject Each sub-servicer shall be (i) authorized to transact business in the applicable state(s), if, and to the limitations extent, required by applicable law to enable the sub-servicer to perform its obligations hereunder and under the applicable sub-servicing agreement, and (ii) qualified to service investments comparable to the Commercial Real Estate Loans. (c) Any sub-servicing agreement entered into by the Servicer or Special Servicer, as the case may, be shall provide that it may be assumed or terminated by (i) the Servicer or the Special Servicer, as the case may be, (ii) the Trustee, if the Trustee has assumed the duties of subsection the Servicer or Special Servicer, as the case may be, or if the Servicer or Special Servicer, as the case may be, is otherwise terminated pursuant to the terms of this Agreement, or (iii) a successor servicer if such successor servicer has assumed the duties of the Servicer or Special Servicer, as the case may be, in each case without cause and without cost or obligation to the Trustee, the successor servicer or the successor special servicer. In no event shall the Trustee be responsible for the payment of any termination fee in connection with any sub-servicing agreement entered into by the Servicer or Special Servicer or any successor servicer. In no event shall any sub-servicing agreement give a sub-servicer direct rights against the assets of the Issuer. Any sub-servicing agreement and any other transactions or services relating to the Commercial Real Estate Loans involving a sub-servicer shall be deemed to be between the sub-servicer and the Servicer or Special Servicer, as the case may be, alone and the Trustee shall not be deemed a party thereto and shall have no claims, rights, obligations, duties or liabilities with respect to any sub-servicer except as set forth in Section 2.01(c) and Section 6.02. The Trustee shall not be (a)) liable for any acts or omissions of any Servicer, (b) obligated to make any Servicing Advance, (c) responsible for expenses of the Servicer or the Special Servicer, (d) liable for any amount necessary to induce any successor servicer to act as successor servicer or any successor special servicer to act as special servicer hereunder. (d) Notwithstanding any contrary provisions of the foregoing subsections of this Section 2.02, the Master appointment by the Servicer may appoint or the Special Servicer of one or more third-party contractors for the purpose of performing discrete, ministerial functions shall not constitute the appointment of sub-servicers and shall not be subject to perform all the provisions of this Section 2.02; provided, that (a) the Servicer or any portion of its duties hereunder the Special Servicer, as the case may be, shall remain responsible for the benefit actions of such third-party contractors as if it were alone performing such functions and shall pay all fees and expenses of such third-party contractors; and (b) such appointment imposes no additional duty on any other party to this Agreement, any successor hereunder to the TrustServicer or the Special Servicer, the Trustee and the Certificateholders provided that, after the Closing Date, if and for so long as the Trust case may be. (e) Each sub-servicing agreement entered into by the Servicer shall provide that the Collateral Manager with respect to a Controlled Collateral Interest (or, with respect to any Serviced Companion Loana Non-Controlled Collateral Interest, the trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, are subject to the reporting requirements holder of the Exchange Act, related controlling Companion Participation) shall be entitled to terminate the Master Servicer shall not enter into a rights and obligations of the sub-servicing agreement with any Prohibited Party. (c) Notwithstanding anything herein to the contrary, any sub-servicing agreement with a Sub-Servicer shall provide that (i) the failure of such Sub-Servicer to comply with any of the requirements of Article XIII of this Agreement, (ii) if and for so long as the Trust or, with respect to any Serviced Companion Loan that is deposited into a trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, such other trust, is subject to the reporting requirements of the Exchange Act, the failure of such Sub-Servicer to comply with any requirements to deliver any items required by Items 1122 and 1123 of Regulation AB under any other pooling and servicing agreement relating to any commercial mortgage loan securitization or (iii) the status of such Sub-Servicer as a Prohibited Party at any time during which the Trust is subject to the reporting requirements of the Exchange Act, shall each constitute an event of default by such Sub-Servicer servicer under such sub-servicing agreement with respect to such Collateral Interest, with or without cause, upon ten (10) Business Days’ notice to the occurrence of which any of Issuer, the Master Special Servicer, the Special Servicer, the Collateral Manager, the Note Administrator and the Trustee, and replace such sub-servicer with a successor sub-servicer that is a Qualified Servicer, subject to the consent of the Servicer with respect to such replacement sub-servicer, which consent shall not be unreasonably withheld, conditioned or delayed; provided that (a) all applicable costs and expenses (including, without limitation, cost and expenses of the Depositor shall have the right to immediately terminate such Sub-Servicer and that Servicer) of any such termination made by the Collateral Manager (or, with respect to a Non-Controlled Collateral Interest, the holder of the related controlling Companion Participation) shall be deemed for causepaid by the Collateral Manager (or, with respect to a Non-Controlled Collateral Interest, the holder of the related controlling Companion Participation) and (b) all applicable accrued and unpaid Servicing Fees, Additional Servicing Compensation and Servicing Expenses owed to such sub-servicer are paid in full.

Sub-Servicing. (a) The Master Servicer or the Special Servicer may enter into Sub-Servicing Agreements with third parties with respect to any of its respective obligations hereunder, provided that (1) any such agreement shall supervisebe consistent with the provisions of this Agreement and (2) no Sub-Servicer retained by the Master Servicer or the Special Servicer shall grant any modification, administer, monitor, enforce and oversee waiver or amendment to any Mortgage Loan without the servicing approval of the applicable Master Servicer or the Special Servicer, as applicable. Any such Sub-Servicing Agreement may permit the Sub-Servicer to delegate its duties to agents or subcontractors so long as the related agreements or arrangements with such agents or subcontractors are consistent with the provisions of this Section 3.2(a). Any Sub-Servicing Agreement entered into by the Master Servicer or the Special Servicer, shall provide that it may be assumed or terminated by the Trustee or successor Master Servicer or Special Servicer if the Trustee or a successor Master Servicer or Special Servicer has assumed the duties of the Master Servicer or the Special Servicer, as applicable, without cost or obligation to the assuming or terminating party or the Trust Fund, upon the assumption by the Trustee or a successor Master Servicer or Special Servicer of the obligations of the Master Servicer or the Special Servicer, as applicable, pursuant to Section 7.2; provided, however, that the Trustee or successor Master Servicer may not terminate any Sub-Servicing Agreement entered into by the Master Servicer as of the Closing Date with respect to any of the Mortgage Loans by unless the related Initial Sub-Servicer is in default under such Sub-Servicing Agreement, which Sub-Servicing Agreement must provide that (i) the Initial Sub-Servicer is in default if an Event of Default with respect to the Master Servicer occurs hereunder as a result of the failure of the Initial Sub-Servicer to perform any obligation required of it under such Sub-Servicing Agreement and (ii) the related Initial Sub-Servicer is required to perform its servicing obligations in a manner consistent with the Servicing Standard. Any Sub-Servicing Agreement, and any other transactions or services relating to the Mortgage Loans involving a Sub-Servicer, shall be deemed to be between the Master Servicer or the Special Servicer, as applicable, and such Sub-Servicer alone, and the Trustee and the Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Sub-Servicer, including the Depositor acting in such capacity, except as set forth in Section 3.2(c). (b) The Master Servicer and the Special Servicer shall each pay the respective fees (including any applicable termination fees or penalties) of any Sub-Servicer appointed retained by it. Other than it thereunder from its own funds in accordance with respect to the agreements with any other applicable Sub-Servicing Agreement. (c) If the Trustee or any successor Master Servicer (including or Special Servicer assumes the Seller Sub-Servicer) under agreements that are in effect on the Closing Date (each a “Surviving Sub-Servicer”), the terms obligations of any arrangement or agreement between the Master Servicer or the Special Servicer, as applicable, in accordance with Section 7.2, the Trustee or such successor Master Servicer or Special Servicer, to the extent necessary to permit the Trustee or such successor Master Servicer or Special Servicer to carry out the provisions of Section 7.2, shall, without act or deed on the part of the Trustee or such successor Master Servicer or Special Servicer, succeed to all of the rights and a obligations of the Master Servicer or Special Servicer under any Sub-Servicing Agreement entered into by the Master Servicer or Special Servicer pursuant to Section 3.2(a), subject to the right of termination by the Trustee, if any, set forth in Section 3.2(a). In such event, the Trustee or such successor Master Servicer or Special Servicer shall provide be deemed to have assumed all of the Master Servicer's or Special Servicer's interest therein (but not any liabilities or obligations in respect of acts or omissions of the Master Servicer or Special Servicer prior to such deemed assumption) and to have replaced the Master Servicer or the Special Servicer, as applicable, as a party to such Sub-Servicing Agreement to the same extent as if such Sub-Servicing Agreement had been assigned to the Trustee or such successor Master Servicer, except that such agreement the Master Servicer or arrangement may the Special Servicer shall not thereby be terminated, without cause and without the payment relieved of any termination fees, liability or obligations under such Sub-Servicing Agreement that accrued prior to the assumption of duties hereunder by the Trustee if or such successor Master Servicer is terminated in accordance with this Agreementor Special Servicer. In addition, none the event that the Trustee or any successor Master Servicer or Special Servicer assumes the servicing obligations of the TrusteeMaster Servicer or the Special Servicer, as the case may be, upon request of the Trustee or such successor Master Servicer or Special Servicer, as the case may be, the Certificate Administrator, the Custodian, the Certificateholders, the holder of any Serviced Companion Loan or the holder of any B Note shall have any direct obligation or liability (including, without limitation, indemnification obligations) with respect to any Sub-Servicer. The Master Servicer shall be solely responsible for the payment of compensation to any Sub-or Special Servicer appointed by it. The Master Servicer shall pay the costs of enforcement against any of its Sub-Servicers shall, at its own expense, but shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement only deliver to the extent that Trustee or such recovery exceeds successor Master Servicer or Special Servicer (as the case may be) all amounts due in respect of documents and records relating to any Sub-Servicing Agreement and the related Mortgage Loans or (ii) from a specific recovery then being serviced thereunder and an accounting of costsamounts collected and held by it, expenses or attorney’s fees against if any, and the party against whom such enforcement is directed. Notwithstanding Master Servicer will otherwise use its best efforts to effect the provisions orderly and efficient transfer of any primary servicing agreement Sub-Servicing Agreement to the Trustee or subsuch successor Master Servicer. (d) Notwithstanding any Sub-servicing agreementServicing Agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer or a Special Servicer and any Person acting as Sub-Servicer, Servicer (or its agents or subcontractors) or any reference to actions taken through a any Person acting as Sub-Servicer or otherwise, the Master Servicer or the Special Servicer, as applicable, shall remain obligated and liable to the Trust, the Trustee, the Certificate Administrator, the Custodian, the Special Servicer Trustee and the Certificateholders for the servicing and administering of the applicable Mortgage Loans and the Serviced Companion Loans in accordance with (and subject to the limitations contained within) the provisions of this Agreement without diminution of such obligation or liability by virtue of such Sub-Servicing Agreements or arrangements or by virtue of indemnification from a the Depositor or any Person acting as Sub-Servicer and (or its agents or subcontractors) to the same extent and under the same terms and conditions as if the Master Servicer alone or Special Servicer, as applicable, were servicing and administering such the Mortgage Loans. (b) Subject Loans alone. The Master Servicer or the Special Servicer, as applicable, shall be entitled to the limitations enter into an agreement with any Sub-Servicer providing for indemnification of subsection (a), the Master Servicer may appoint one or more sub-servicers to perform all or any portion of its duties hereunder for the benefit of the TrustSpecial Servicer, the Trustee and the Certificateholders provided thatas applicable, after the Closing Date, if and for so long as the Trust or, with respect to any Serviced Companion Loan, the trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, are subject to the reporting requirements of the Exchange Act, the Master Servicer shall not enter into a sub-servicing agreement with any Prohibited Party. (c) Notwithstanding anything herein to the contrary, any sub-servicing agreement with a Sub-Servicer shall provide that (i) the failure of such Sub-Servicer to comply with any of the requirements of Article XIII of this Agreement, (ii) if and for so long as the Trust or, with respect to any Serviced Companion Loan that is deposited into a trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, such other trust, is subject to the reporting requirements of the Exchange Act, the failure of such Sub-Servicer to comply with any requirements to deliver any items required by Items 1122 and 1123 of Regulation AB under any other pooling and servicing agreement relating to any commercial mortgage loan securitization or (iii) the status of such Sub-Servicer as a Prohibited Party at any time during which the Trust is subject to the reporting requirements of the Exchange Act, shall each constitute an event of default by such Sub-Servicer under such sub-servicing agreement upon the occurrence of which any of the Master Servicer, the Special Servicer or the Depositor shall have the right to immediately terminate such Sub-Servicer and that such termination nothing contained in this Agreement shall be deemed to limit or modify such indemnification, but no such agreement for causeindemnification shall be deemed to limit or modify this Agreement.

Sub-Servicing. (a) The Master Servicer shall superviseor Special Servicer, administeras the case may be, monitor, enforce and oversee the servicing of the applicable Mortgage Loans by any Sub-Servicer appointed by it. Other than with respect to the agreements with any other Sub-Servicer (including the Seller Sub-Servicer) under agreements that are in effect on the Closing Date (each a “Surviving Sub-Servicer”), the terms of any arrangement or agreement between the Master Servicer and a Sub-Servicer shall provide that such agreement or arrangement may be terminated, without cause and without the payment of any termination fees, by the Trustee if such Master Servicer is terminated in accordance with this Agreement. In addition, none of the Trustee, the Certificate Administrator, the Custodian, the Certificateholders, the holder of any Serviced Companion Loan or the holder of any B Note shall have any direct obligation or liability (including, without limitation, indemnification obligations) with respect to any Sub-Servicer. The Master Servicer shall be solely responsible for the payment of compensation to any Sub-Servicer appointed by it. The Master Servicer shall pay the costs of enforcement against delegate any of its Subobligations hereunder to a sub-Servicers at its own expenseservicer (so long as such Person is a Qualified Servicer); provided, but however, that the Servicer or Special Servicer, as the case may be, shall be reimbursed therefor only provide oversight and supervision with regard to the performance of all subcontracted services and (i) from a general recovery resulting from such enforcement only any sub-servicing agreement shall be consistent with and subject to the extent that such recovery exceeds all amounts due in respect provisions of the related Mortgage Loans or this Agreement and (ii) from a specific recovery no sub-servicer retained shall foreclose on any Commercial Real Estate Loan or grant any modification, waiver, or amendment to the Asset Documents without the approval of coststhe Servicer or the Special Servicer, expenses or attorney’s fees against as the party against whom such enforcement is directedcase may be. Notwithstanding Neither the provisions existence of any primary servicing agreement or sub-servicing agreement, agreement nor any of the provisions of this Agreement relating to agreements or arrangements between sub-servicing shall relieve the Master Servicer or a Sub-Special Servicer, or reference as the case may be, of its obligations to actions taken through a Subthe Issuer hereunder. Notwithstanding any such sub-servicing agreement, the Servicer or otherwiseSpecial Servicer, as the Master Servicer case may be, shall remain be obligated and liable to the Trust, the Trustee, the Certificate Administrator, the Custodian, the Special Servicer and the Certificateholders for the servicing and administering of the applicable Mortgage Loans and the Serviced Companion Loans in accordance with (and subject to the limitations contained within) the provisions of this Agreement without diminution of such obligation or liability by virtue of indemnification from a Sub-Servicer and to the same extent and under the same terms and conditions as if the Master Servicer or the Special Servicer, as the case may be, alone were was servicing the related Commercial Real Estate Loans in accordance with the terms of this Agreement. The Servicer or Special Servicer, as the case may be, shall be solely liable for all fees owed by it to any sub-servicer, regardless of whether the compensation hereunder of the Servicer or Special Servicer, as the case may be, is sufficient to pay such fees. The Servicer and administering such Mortgage Loansthe Special Servicer shall be permitted to provide a copy of this Agreement, the Indenture and the Collateral Interest Purchase Agreement to any sub-servicer retained by the Servicer or the Special Servicer, as applicable. (b) Subject Each sub-servicer shall be (i) authorized to transact business in the applicable state(s), if, and to the limitations of subsection (a)extent, required by applicable law to enable the Master Servicer may appoint one or more sub-servicers servicer to perform all or any portion of its duties obligations hereunder for and under the benefit of the Trust, the Trustee and the Certificateholders provided that, after the Closing Date, if and for so long as the Trust or, with respect to any Serviced Companion Loan, the trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, are subject to the reporting requirements of the Exchange Act, the Master Servicer shall not enter into a applicable sub-servicing agreement with any Prohibited Partyagreement, and (ii) qualified to service investments comparable to the Commercial Real Estate Loans. (c) Notwithstanding anything herein Any sub-servicing agreement entered into by the Servicer or Special Servicer, as the case may, be shall provide that it may be assumed or terminated by (i) the Servicer or the Special Servicer, as the case may be, (ii) the Trustee, if the Trustee has assumed the duties of the Servicer or Special Servicer, as the case may be, or if the Servicer or Special Servicer, as the case may be, is otherwise terminated pursuant to the contraryterms of this Agreement, or (iii) a successor servicer if such successor servicer has assumed the duties of the Servicer or Special Servicer, as the case may be, in each case without cause and without cost or obligation to the Trustee, the successor servicer or the successor special servicer. In no event shall the Trustee be responsible for the payment of any termination fee in connection with any sub-servicing agreement with a Sub-entered into by the Servicer or Special Servicer or any successor servicer. In no event shall provide that (i) the failure of such Sub-Servicer to comply with any of the requirements of Article XIII of this Agreement, (ii) if and for so long as the Trust or, with respect to any Serviced Companion Loan that is deposited into a trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, such other trust, is subject to the reporting requirements of the Exchange Act, the failure of such Sub-Servicer to comply with any requirements to deliver any items required by Items 1122 and 1123 of Regulation AB under any other pooling and servicing agreement relating to any commercial mortgage loan securitization or (iii) the status of such Sub-Servicer as a Prohibited Party at any time during which the Trust is subject to the reporting requirements of the Exchange Act, shall each constitute an event of default by such Sub-Servicer under such sub-servicing agreement upon give a sub-servicer direct rights against the occurrence of which any assets of the Master Servicer, the Special Servicer or the Depositor shall have the right to immediately terminate such Sub-Servicer and that such termination shall be deemed for causeIssuer.

Sub-Servicing. (a) Notwithstanding the provisions of any Sub-Servicing Agreement or any other provisions of this Agreement, the Master Servicer shall remain obligated and liable to the Trustee and the Certificateholders for servicing and administering of the Mortgage Loans in accordance with the provisions of this Agreement to the same extent as if the Master Servicer was alone servicing and administering the Mortgage Loans. The Master Servicer shall supervise, administer, monitor, enforce and oversee the servicing of the applicable Mortgage Loans by any Sub-Servicer appointed by it. Other than with respect to the agreements with any other Sub-Servicer (including the Seller Sub-Servicer) under agreements that are in effect on the Closing Date (each a “Surviving Sub-Servicer”), the The terms of any arrangement or agreement between the Master Servicer and a Sub-Servicer shall provide that such agreement or arrangement may not be terminated, terminated without cause and without the payment of any termination fees, by the Trustee if in the event such Master Servicer is terminated in accordance with this Agreement. In addition, none of neither the Trustee, Trustee nor the Certificate Administrator, the Custodian, the Certificateholders, the holder of any Serviced Companion Loan or the holder of any B Note Certificateholders shall have any direct obligation or liability (including, without limitation, indemnification obligations) with respect to any Sub-Servicer. The Master Servicer shall be solely responsible for the payment of compensation to any Sub-Servicer appointed by it. The Master Servicer shall pay the costs of enforcement against any of its Sub-Servicers at its own expense, but shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement only to the extent that such recovery exceeds all amounts due in respect of the related Mortgage Loans or (ii) from a specific recovery of costs, expenses or attorney’s attorneys fees against the party against whom such enforcement is directed. Notwithstanding the provisions of any primary servicing agreement or sub-servicing agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer or and a Sub-Servicer, or reference to actions taken through a Sub-Servicer or otherwise, the Master Servicer shall remain obligated and liable to the Trust, the Trustee, the Certificate Administrator, the Custodian, the Special Servicer Trustee and the Certificateholders for the servicing and administering of the applicable Mortgage Loans and the Serviced Companion Loans in accordance with (and subject to the limitations contained within) the provisions of this Agreement without diminution of such obligation or liability by virtue of indemnification from a Sub-Servicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering such the Mortgage Loans. (b) Subject to the limitations of subsection (a), the . The Master Servicer may appoint one or more subSub-servicers Servicers to perform all or any portion of its duties hereunder for the benefit of the Trust, the Trustee and the Certificateholders provided that, after the Closing Date, if and for so long as the Trust or, with respect to any Serviced Companion Loan, the trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, are subject Certificateholders. The Master Servicer (other than to the reporting requirements of the Exchange Act, the Master Servicer shall not enter into a sub-servicing agreement with any Prohibited Party. (c) Notwithstanding anything herein to the contrary, any sub-servicing agreement with extent that a Sub-Servicer Servicing Fee Rate is part of the Administrative Cost Rate set forth in the Mortgage Loan Schedule) shall provide that (i) the failure of such pay any servicing compensation due to any Sub-Servicer to comply with any out of the requirements of Article XIII of this Agreement, (ii) if and for so long as the Trust or, with respect to any Serviced Companion Loan that is deposited into a trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, such other trust, is subject to the reporting requirements of the Exchange Act, the failure of such its own funds. Each Sub-Servicer will be entitled to comply with any requirements to deliver any items required by Items 1122 and 1123 of Regulation AB under any other pooling and servicing agreement relating to any commercial mortgage loan securitization or (iii) the status of such receive a Sub-Servicer as a Prohibited Party at any time during Servicing Fee, which will be calculated based on the Trust is subject to the reporting requirements of the Exchange Act, shall each constitute an event of default by such Sub-Servicer under such sub-servicing agreement upon the occurrence of which any of the Master Servicer, the Special Servicer or the Depositor shall have the right to immediately terminate such Sub-Servicer and that such termination shall be deemed for causeServicing Fee Rate.

Sub-Servicing. The Master Servicer may appoint one or more sub-servicers (aeach, a "Sub-Servicer") to perform all or any portion of its duties hereunder for the benefit of the Trustee and the Certificateholders. The Master Servicer shall supervise, administer, monitor, enforce and oversee the servicing of the applicable Mortgage Loans by any Sub-Servicer appointed by it. Other than with respect to the agreements with any other Sub-Servicer (including the Seller Sub-Servicer) under agreements that are in effect on the Closing Date (each a “Surviving Sub-Servicer”), the The terms of any arrangement or agreement between the Master Servicer and a Sub-Servicer Servicer, shall provide that such agreement or arrangement may be terminated, without cause and without the payment of any termination fees, by the Trustee if in the event such Master Servicer is terminated in accordance with this Agreement. In addition, none of neither the Trustee, Trustee nor the Certificate Administrator, Paying Agent nor the Custodian, the Certificateholders, the holder of any Serviced Companion Loan or the holder of any B Note Certificateholders shall have any direct obligation or liability (including, without limitation, indemnification obligations) with respect to any Sub-Servicer. The Master Servicer shall be solely responsible for the payment of compensation to any Sub-Servicer appointed by it. The Master Servicer shall pay the costs of enforcement against any of its Sub-Servicers at its own expense, but shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement only to the extent that such recovery exceeds all amounts due in respect of the related Mortgage Loans or (ii) from a specific recovery of costs, expenses or attorney’s attorneys fees against the party against whom such enforcement is directed. Notwithstanding the provisions of any primary servicing agreement or subSub-servicing agreementServicing Agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer or a Sub-Servicer, or reference to actions taken through a Sub-Servicer or otherwise, the Master Servicer shall remain obligated and liable to the Trust, the Trustee, the Certificate Administrator, the Custodian, the Special Servicer Trustee and the Certificateholders for the servicing and administering of the applicable Mortgage Loans and the Serviced Companion Loans in accordance with (and subject to the limitations contained within) the provisions of this Agreement without diminution of such obligation or liability by virtue of indemnification from a Sub-Servicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering such the Mortgage Loans. (b) Subject to the limitations of subsection (a), the Master Servicer may appoint one or more sub-servicers to perform all or any portion of its duties hereunder for the benefit of the Trust, the Trustee and the Certificateholders provided that, after the Closing Date, if and for so long as the Trust or, with respect to any Serviced Companion Loan, the trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, are subject to the reporting requirements of the Exchange Act, the Master Servicer shall not enter into a sub-servicing agreement with any Prohibited Party. (c) Notwithstanding anything herein to the contrary, any sub-servicing agreement with a Sub-Servicer shall provide that (i) the failure of such Sub-Servicer to comply with any of the requirements of Article XIII of this Agreement, (ii) if and for so long as the Trust or, with respect to any Serviced Companion Loan that is deposited into a trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, such other trust, is subject to the reporting requirements of the Exchange Act, the failure of such Sub-Servicer to comply with any requirements to deliver any items required by Items 1122 and 1123 of Regulation AB under any other pooling and servicing agreement relating to any commercial mortgage loan securitization or (iii) the status of such Sub-Servicer as a Prohibited Party at any time during which the Trust is subject to the reporting requirements of the Exchange Act, shall each constitute an event of default by such Sub-Servicer under such sub-servicing agreement upon the occurrence of which any of the Master Servicer, the Special Servicer or the Depositor shall have the right to immediately terminate such Sub-Servicer and that such termination shall be deemed for cause.

Sub-Servicing. Agreements Between the Master Servicer and Sub-Servicers. ---------------------------------------------------- (a) The Master Servicer shall supervisemay enter into Sub-Servicing Agreements (provided that such agreements would not result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Certificates) with Sub-Servicers, administer, monitor, enforce and oversee for the servicing and administration of the applicable Mortgage Loans by any Sub-Servicer appointed by itLoans. Other than with respect to the agreements with any other Sub-Servicer (including the Seller Sub-Servicer) under agreements that are in effect on the Closing Date (each a “Surviving Sub-Servicer”), the terms of any arrangement or agreement between the Master Servicer and a Each Sub-Servicer shall provide that such agreement be (i) authorized to transact business in the state or arrangement may be terminatedstates in which the related Mortgaged Properties it is to service are situated, without cause if and without to the payment of any termination feesextent required by applicable law to enable the Sub-Servicer to perform its obligations hereunder and under the Sub- Servicing Agreement, (ii) an institution approved as a mortgage loan originator by the Trustee if such Master Federal Housing Administration or an institution the deposit accounts of which are insured by the FDIC and (iii) a Freddie Mac or Fannie Mae approved mxxxxxxx servicex. Xxxh Sub-Servicing Agreement must impose on the Sub-Servicer is terminated requirements conforming to the provisions set forth in accordance Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. In addition, none The Master Servicer will examine each Sub-Servicing Agreement and will be familiar with the terms thereof. The terms of any Sub-Servicing Agreement will not be inconsistent with any of the Trusteeprovisions of this Agreement. The Master Servicer and the Sub-Servicers may enter into and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the Certificate Administratorprovisions of this Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the Custodian, interests of the Certificateholders, without the holder consent of any Serviced Companion Loan the Holders of Certificates entitled to at least 66% of the Voting Rights. Any variation without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to insurance or priority requirements of Sub-Servicing Accounts, or credits and charges to the Sub- Servicing Accounts or the holder timing and amount of remittances by the Sub-Servicers to the Master Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Master Servicer shall deliver to the Trustee copies of all Sub-Servicing Agreements, and any B Note amendments or modifications thereof, promptly upon the Master Servicer's execution and delivery of such instruments. (b) As part of its servicing activities hereunder, the Master Servicer (except as otherwise provided in the last sentence of this paragraph), for the benefit of the Trustee and the Certificateholders, shall have any direct obligation or liability enforce the obligations of each Sub-Servicer under the related Sub-Servicing Agreement and of the Originator and the Seller (as defined in the Mortgage Loan Purchase Agreements) under the Mortgage Loan Purchase Agreements, including, without limitation, indemnification obligations) with any obligation to make advances in respect to any of delinquent payments as required by a Sub-ServicerServicing Agreement, or to purchase a Mortgage Loan on account of missing or defective documentation or on account of a breach of a representation, warranty or covenant, as described in Section 2.03(a). The Master Servicer Such enforcement, including, without limitation, the legal prosecution of claims, termination of Sub- Servicing Agreements, and the pursuit of other appropriate remedies, shall be solely responsible for in such form and carried out to such an extent and at such time as the payment Master Servicer, in its good faith business judgment, would require were it the owner of compensation to any Sub-Servicer appointed by itthe related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement against any of its Sub-Servicers at its own expense, but and shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement only enforcement, to the extent extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loans Loans, or (ii) from a specific recovery of costs, expenses or attorney’s attorneys' fees against the party against whom such enforcement is directed. Notwithstanding the provisions of any primary servicing agreement or sub-servicing agreement, any Enforcement of the Mortgage Loan Purchase Agreements against the Originator shall be effected by the Master Servicer to the extent it is not the Originator, and otherwise by the Trustee, in accordance with the foregoing provisions of this Agreement relating to agreements or arrangements between the Master Servicer or a Sub-Servicer, or reference to actions taken through a Sub-Servicer or otherwise, the Master Servicer shall remain obligated and liable to the Trust, the Trustee, the Certificate Administrator, the Custodian, the Special Servicer and the Certificateholders for the servicing and administering of the applicable Mortgage Loans and the Serviced Companion Loans in accordance with (and subject to the limitations contained within) the provisions of this Agreement without diminution of such obligation or liability by virtue of indemnification from a Sub-Servicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering such Mortgage Loansparagraph. (b) Subject to the limitations of subsection (a), the Master Servicer may appoint one or more sub-servicers to perform all or any portion of its duties hereunder for the benefit of the Trust, the Trustee and the Certificateholders provided that, after the Closing Date, if and for so long as the Trust or, with respect to any Serviced Companion Loan, the trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, are subject to the reporting requirements of the Exchange Act, the Master Servicer shall not enter into a sub-servicing agreement with any Prohibited Party. (c) Notwithstanding anything herein to the contrary, any sub-servicing agreement with a Sub-Servicer shall provide that (i) the failure of such Sub-Servicer to comply with any of the requirements of Article XIII of this Agreement, (ii) if and for so long as the Trust or, with respect to any Serviced Companion Loan that is deposited into a trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, such other trust, is subject to the reporting requirements of the Exchange Act, the failure of such Sub-Servicer to comply with any requirements to deliver any items required by Items 1122 and 1123 of Regulation AB under any other pooling and servicing agreement relating to any commercial mortgage loan securitization or (iii) the status of such Sub-Servicer as a Prohibited Party at any time during which the Trust is subject to the reporting requirements of the Exchange Act, shall each constitute an event of default by such Sub-Servicer under such sub-servicing agreement upon the occurrence of which any of the Master Servicer, the Special Servicer or the Depositor shall have the right to immediately terminate such Sub-Servicer and that such termination shall be deemed for cause.

Sub-Servicing. (a) The Master Servicer shall superviseor Special Servicer, administeras the case may be, monitor, enforce and oversee the servicing of the applicable Mortgage Loans by any Sub-Servicer appointed by it. Other than with respect to the agreements with any other Sub-Servicer (including the Seller Sub-Servicer) under agreements that are in effect on the Closing Date (each a “Surviving Sub-Servicer”), the terms of any arrangement or agreement between the Master Servicer and a Sub-Servicer shall provide that such agreement or arrangement may be terminated, without cause and without the payment of any termination fees, by the Trustee if such Master Servicer is terminated in accordance with this Agreement. In addition, none of the Trustee, the Certificate Administrator, the Custodian, the Certificateholders, the holder of any Serviced Companion Loan or the holder of any B Note shall have any direct obligation or liability (including, without limitation, indemnification obligations) with respect to any Sub-Servicer. The Master Servicer shall be solely responsible for the payment of compensation to any Sub-Servicer appointed by it. The Master Servicer shall pay the costs of enforcement against delegate any of its Subobligations hereunder to a sub-Servicers at its own expenseservicer (so long as such Person is a Qualified Servicer (as acknowledged by the sub-servicer in a certification to the Servicer or the Special Servicer, but as applicable)); provided, however, that the Servicer or Special Servicer, as the case may be, shall be reimbursed therefor only provide oversight and supervision with regard to the performance of all subcontracted services and (i) from a general recovery resulting from such enforcement only any sub-servicing agreement shall be consistent with and subject to the extent that such recovery exceeds all amounts due in respect provisions of the related Mortgage Loans or this Agreement and (ii) from a specific recovery no sub-servicer retained shall foreclose on any Commercial Real Estate Loan or grant any modification, waiver, or amendment to the Loan Documents without the approval of coststhe Servicer or the Special Servicer, expenses or attorney’s fees against as the party against whom such enforcement is directedcase may be. Notwithstanding Neither the provisions existence of any primary servicing agreement or sub-servicing agreement, agreement nor any of the provisions of this Agreement relating to agreements or arrangements between sub-servicing shall relieve the Master Servicer or a Sub-Special Servicer, or reference as the case may be, of its obligations to actions taken through a Subthe Issuer hereunder. Notwithstanding any such sub-servicing agreement, the Servicer or otherwiseSpecial Servicer, as the Master Servicer case may be, shall remain be obligated and liable to the Trust, the Trustee, the Certificate Administrator, the Custodian, the Special Servicer and the Certificateholders for the servicing and administering of the applicable Mortgage Loans and the Serviced Companion Loans in accordance with (and subject to the limitations contained within) the provisions of this Agreement without diminution of such obligation or liability by virtue of indemnification from a Sub-Servicer and to the same extent and under the same terms and conditions as if the Master Servicer or the Special Servicer, as the case may be, alone were was servicing the related Commercial Real Estate Loans in accordance with the terms of this Agreement. The Servicer or Special Servicer, as the case may be, shall be solely liable for all fees owed by it to any sub-servicer, regardless of whether the compensation hereunder of the Servicer or Special Servicer, as the case may be, is sufficient to pay such fees. The Servicer and administering such Mortgage Loansthe Special Servicer shall be permitted to provide a copy of this Agreement, the Indenture and the Collateral Interest Purchase Agreement to any sub-servicer retained by the Servicer or the Special Servicer, as applicable. (b) Subject Each sub-servicer shall be (i) authorized to transact business in the applicable state(s), if, and to the limitations of subsection (a)extent, required by applicable law to enable the Master Servicer may appoint one or more sub-servicers servicer to perform all its obligations hereunder and under the applicable sub-servicing agreement, and (ii) qualified to service investments comparable to the Serviced Commercial Real Estate Loans. (c) Any sub-servicing agreement entered into by the Servicer or any portion of its duties hereunder for the benefit of the TrustSpecial Servicer, the Trustee and the Certificateholders provided that, after the Closing Date, if and for so long as the Trust orcase may be, with respect to any Serviced Companion LoanCommercial Real Estate Loans shall provide that it may be assumed or terminated by (i) the Servicer or the Special Servicer, as the case may be, (ii) the Trustee, if the Trustee has assumed the duties of the Servicer or Special Servicer, as the case may be, or if the Servicer or Special Servicer, as the case may be, is otherwise terminated pursuant to the terms of this Agreement, or (iii) a successor servicer if such successor servicer has assumed the duties of the Servicer or Special Servicer, as the case may be, in each case without cause and without cost or obligation to the Trustee, the trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, are subject to successor servicer or the reporting requirements successor special servicer. In no event shall the Trustee be responsible for the payment of the Exchange Act, the Master Servicer shall not enter into a sub-servicing agreement any termination fee in connection with any Prohibited Party. (c) Notwithstanding anything herein to the contrary, any sub-servicing agreement entered into by the Servicer or Special Servicer or any successor servicer. In no event shall any sub-servicing agreement give a sub-servicer direct rights against the assets of the Issuer. Any sub-servicing agreement and any other transactions or services relating to the Serviced Commercial Real Estate Loans involving a sub-servicer shall be deemed to be between the sub-servicer and the Servicer or Special Servicer, as the case may be, alone and the Trustee shall not be deemed a party thereto and shall have no claims, rights, obligations, duties or liabilities with a Subrespect to any sub-servicer except as set forth in Section 2.01(c) and Section 6.02. The Trustee shall not be (a) liable for any acts or omissions of any Servicer, (b) obligated to make any Servicing Advance, (c) responsible for expenses of the Servicer or the Special Servicer, (d) liable for any amount necessary to induce any successor servicer to act as successor servicer or any successor special servicer to act as special servicer hereunder. (d) Notwithstanding any contrary provisions of the foregoing subsections of this Section 2.02, the appointment by the Servicer or the Special Servicer of one or more third-party contractors for the purpose of performing discrete, ministerial functions shall not constitute the appointment of sub-servicers and shall not be subject to the provisions of this Section 2.02; provided, that (a) the Servicer or the Special Servicer, as the case may be, shall remain responsible for the actions of such third-party contractors as if it were alone performing such functions and shall pay all fees and expenses of such third-party contractors; and (b) such appointment imposes no additional duty on any other party to this Agreement, any successor hereunder to the Servicer or the Special Servicer, as the case may be. (e) Each sub-servicing agreement entered into by the Servicer shall provide that the Collateral Manager with respect to a CLO Controlled Collateral Interest (i) the failure of such Sub-Servicer to comply with any of the requirements of Article XIII of this Agreement, (ii) if and for so long as the Trust or, with respect to any Serviced Companion Loan that is deposited into a trust created pursuant to an Other Companion Loan Pooling and Servicing AgreementNon-CLO Controlled Collateral Interest, such other trust, is subject to the reporting requirements holder of the Exchange Act, related Controlling Companion Participation) shall be entitled to terminate the failure of such Sub-Servicer to comply with any requirements to deliver any items required by Items 1122 rights and 1123 of Regulation AB under any other pooling and servicing agreement relating to any commercial mortgage loan securitization or (iii) the status of such Sub-Servicer as a Prohibited Party at any time during which the Trust is subject to the reporting requirements obligations of the Exchange Act, shall each constitute an event of default by such Subsub-Servicer servicer under such sub-servicing agreement with respect to such Collateral Interest, with or without cause, upon ten (10) Business Days’ notice to the occurrence of which any of Issuer, the Master Special Servicer, the Special Servicer, the Collateral Manager, the Trustee and the Note Administrator, and replace such sub-servicer with a successor sub-servicer that is a Qualified Servicer, subject to the consent of the Servicer with respect to such replacement sub-servicer, which consent shall not be unreasonably withheld, conditioned or delayed; provided that (a) all applicable costs and expenses (including, without limitation, cost and expenses of the Depositor shall have the right to immediately terminate such Sub-Servicer and that Servicer) of any such termination made by the Collateral Manager (or, with respect to a Non-CLO Controlled Collateral Interest, the holder of the related Controlling Companion Participation) shall be deemed for causepaid by the Collateral Manager (or, with respect to a Non-CLO Controlled Collateral Interest, the holder of the related Controlling Companion Participation) and (b) all applicable accrued and unpaid Servicing Fees, Additional Servicing Compensation and Servicing Expenses owed to such sub-servicer are paid in full. (f) Unless the Issuer and the Servicer agree otherwise, the Servicer shall not be required to pay a sub-servicing fee with respect to any Collateral Interest or Companion Participation related to a Serviced Commercial Real Estate Loan in excess of 0.0025% per annum.

Sub-Servicing. (a) The Master Servicer or the Special Servicer may enter into Sub-Servicing Agreements with third parties with respect to any of its respective obligations hereunder, provided that (1) any such agreement shall supervisebe consistent with the provisions of this Agreement and (2) no Sub-Servicer retained by the Master Servicer or the Special Servicer shall grant any modification, administer, monitor, enforce and oversee waiver or amendment to any Mortgage Loan without the servicing approval of the applicable Master Servicer or the Special Servicer, as applicable. Any such Sub-Servicing Agreement may permit the Sub-Servicer to delegate its duties to agents or subcontractors so long as the related agreements or arrangements with such agents or subcontractors are consistent with the provisions of this Section 3.2(a). Any Sub-Servicing Agreement entered into by the Master Servicer or the Special Servicer, shall provide that it may be assumed or terminated by the Trustee or successor Master Servicer or Special Servicer if the Trustee or a successor Master Servicer or Special Servicer has assumed the duties of the Master Servicer or the Special Servicer, as applicable, without cost or obligation to the assuming or terminating party or the Trust Fund, upon the assumption by the Trustee or a successor Master Servicer or Special Servicer of the obligations of the Master Servicer or the Special Servicer, as applicable, pursuant to Section 7.2; provided, however, that the Trustee or successor Master Servicer may not terminate any Sub-Servicing Agreement entered into by the Master Servicer as of the Closing Date with respect to any of the _______ Loans unless the related Sub-Servicer is in default under such Sub-Servicing Agreement, which Sub-Servicing Agreement must provide that (i) the Sub-Servicer is in default if it causes the Master Servicer to be in default under this Agreement and (ii) the related Sub-Servicer is required to perform its servicing obligations in a manner consistent with the Servicing Standard. Any Sub-Servicing Agreement, and any other transactions or services relating to the Mortgage Loans by involving a Sub-Servicer, shall be deemed to be between the Master Servicer or the Special Servicer, as applicable, and such Sub-Servicer alone, and the Trustee and the Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Sub-Servicer, including the Depositor acting in such capacity, except as set forth in Section 3.2(c). (b) The Master Servicer and the Special Servicer shall each pay the respective fees of any Sub-Servicer appointed retained by it. Other than it thereunder from its own funds in accordance with respect to the agreements with any other applicable Sub-Servicing Agreement. (c) If the Trustee or any successor Master Servicer (including or Special Servicer assumes the Seller Sub-Servicer) under agreements that are in effect on the Closing Date (each a “Surviving Sub-Servicer”), the terms obligations of any arrangement or agreement between the Master Servicer or the Special Servicer, as applicable, in accordance with Section 7.2, the Trustee or such successor Master Servicer or Special Servicer, to the extent necessary to permit the Trustee or such successor Master Servicer or Special Servicer to carry out the provisions of Section 7.2, shall, without act or deed on the part of the Trustee or such successor Master Servicer or Special Servicer, succeed to all of the rights and a obligations of the Master Servicer or Special Servicer under any Sub-Servicing Agreement entered into by the Master Servicer or Special Servicer pursuant to Section 3.2(a), subject to the right of termination by the Trustee, if any, set forth in Section 3.2(a). In such event, the Trustee or such successor Master Servicer or Special Servicer shall provide be deemed to have assumed all of the Master Servicer's or Special Servicer's interest therein (but not any liabilities or obligations in respect of acts or omissions of the Master Servicer or Special Servicer prior to such deemed assumption) and to have replaced the Master Servicer or the Special Servicer, as applicable, as a party to such Sub-Servicing Agreement to the same extent as if such Sub-Servicing Agreement had been assigned to the Trustee or such successor Master Servicer, except that such agreement the Master Servicer or arrangement may the Special Servicer shall not thereby be terminated, without cause and without the payment relieved of any termination fees, liability or obligations under such Sub-Servicing Agreement that accrued prior to the assumption of duties hereunder by the Trustee if or such successor Master Servicer is terminated in accordance with this Agreementor Special Servicer. In addition, none the event that the Trustee or any successor Master Servicer or Special Servicer assumes the servicing obligations of the TrusteeMaster Servicer or the Special Servicer, as the case may be, upon request of the Trustee or such successor Master Servicer or Special Servicer, as the case may be, the Certificate Administrator, the Custodian, the Certificateholders, the holder of any Serviced Companion Loan or the holder of any B Note shall have any direct obligation or liability (including, without limitation, indemnification obligations) with respect to any Sub-Servicer. The Master Servicer shall be solely responsible for the payment of compensation to any Sub-or Special Servicer appointed by it. The Master Servicer shall pay the costs of enforcement against any of its Sub-Servicers shall, at its own expense, but shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement only deliver to the extent that Trustee or such recovery exceeds successor Master Servicer or Special Servicer (as the case may be) all amounts due in respect of documents and records relating to any Sub-Servicing Agreement and the related Mortgage Loans or (ii) from a specific recovery then being serviced thereunder and an accounting of costsamounts collected and held by it, expenses or attorney’s fees against if any, and the party against whom such enforcement is directed. Notwithstanding Master Servicer will otherwise use its best efforts to effect the provisions orderly and efficient transfer of any primary servicing agreement Sub-Servicing Agreement to the Trustee or subsuch successor Master Servicer. (d) Notwithstanding any Sub-servicing agreementServicing Agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer or a Special Servicer and any Person acting as Sub-Servicer, Servicer (or its agents or subcontractors) or any reference to actions taken through a any Person acting as Sub-Servicer or otherwise, the Master Servicer or the Special Servicer, as applicable, shall remain obligated and liable to the Trust, the Trustee, the Certificate Administrator, the Custodian, the Special Servicer Trustee and the Certificateholders for the servicing and administering of the applicable Mortgage Loans and the Serviced Companion Loans in accordance with (and subject to the limitations contained within) the provisions of this Agreement without diminution of such obligation or liability by virtue of such Sub-Servicing Agreements or arrangements or by virtue of indemnification from a the Depositor or any Person acting as Sub-Servicer and (or its agents or subcontractors) to the same extent and under the same terms and conditions as if the Master Servicer alone or Special Servicer, as applicable, were servicing and administering such the Mortgage Loans. (b) Subject Loans alone. The Master Servicer or the Special Servicer, as applicable, shall be entitled to the limitations enter into an agreement with any Sub-Servicer providing for indemnification of subsection (a), the Master Servicer may appoint one or more sub-servicers to perform all or any portion of its duties hereunder for the benefit of the TrustSpecial Servicer, the Trustee and the Certificateholders provided thatas applicable, after the Closing Date, if and for so long as the Trust or, with respect to any Serviced Companion Loan, the trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, are subject to the reporting requirements of the Exchange Act, the Master Servicer shall not enter into a sub-servicing agreement with any Prohibited Party. (c) Notwithstanding anything herein to the contrary, any sub-servicing agreement with a Sub-Servicer shall provide that (i) the failure of such Sub-Servicer to comply with any of the requirements of Article XIII of this Agreement, (ii) if and for so long as the Trust or, with respect to any Serviced Companion Loan that is deposited into a trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, such other trust, is subject to the reporting requirements of the Exchange Act, the failure of such Sub-Servicer to comply with any requirements to deliver any items required by Items 1122 and 1123 of Regulation AB under any other pooling and servicing agreement relating to any commercial mortgage loan securitization or (iii) the status of such Sub-Servicer as a Prohibited Party at any time during which the Trust is subject to the reporting requirements of the Exchange Act, shall each constitute an event of default by such Sub-Servicer under such sub-servicing agreement upon the occurrence of which any of the Master Servicer, the Special Servicer or the Depositor shall have the right to immediately terminate such Sub-Servicer and that such termination nothing contained in this Agreement shall be deemed to limit or modify such indemnification, but no such agreement for causeindemnification shall be deemed to limit or modify this Agreement.

Sub-Servicing. (a) The Master Servicer shall superviseor Special Servicer, administeras the case may be, monitor, enforce and oversee the servicing of the applicable Mortgage Loans by any Sub-Servicer appointed by it. Other than with respect to the agreements with any other Sub-Servicer (including the Seller Sub-Servicer) under agreements that are in effect on the Closing Date (each a “Surviving Sub-Servicer”), the terms of any arrangement or agreement between the Master Servicer and a Sub-Servicer shall provide that such agreement or arrangement may be terminated, without cause and without the payment of any termination fees, by the Trustee if such Master Servicer is terminated in accordance with this Agreement. In addition, none of the Trustee, the Certificate Administrator, the Custodian, the Certificateholders, the holder of any Serviced Companion Loan or the holder of any B Note shall have any direct obligation or liability (including, without limitation, indemnification obligations) with respect to any Sub-Servicer. The Master Servicer shall be solely responsible for the payment of compensation to any Sub-Servicer appointed by it. The Master Servicer shall pay the costs of enforcement against delegate any of its Subobligations hereunder to a sub-Servicers at its own expenseservicer (so long as such Person is a Qualified Servicer (as acknowledged by the sub-servicer in a certification to the Servicer or the Special Servicer, but as applicable)); provided, however, that the Servicer or Special Servicer, as the case may be, shall be reimbursed therefor only provide oversight and supervision with regard to the performance of all subcontracted services and (i) from a general recovery resulting from such enforcement only any sub-servicing agreement shall be consistent with and subject to the extent that such recovery exceeds all amounts due in respect provisions of the related Mortgage Loans or this Agreement and (ii) from a specific recovery no sub-servicer retained shall foreclose on any Commercial Real Estate Loan or grant any modification, waiver, or amendment to the Loan Documents without the approval of coststhe Servicer or the Special Servicer, expenses or attorney’s fees against as the party against whom such enforcement is directedcase may be. Notwithstanding Neither the provisions existence of any primary servicing agreement or sub-servicing agreement, agreement nor any of the provisions of this Agreement relating to agreements or arrangements between sub-servicing shall relieve the Master Servicer or a Sub-Special Servicer, or reference as the case may be, of its obligations to actions taken through a Subthe Issuer hereunder. Notwithstanding any such sub-servicing agreement, the Servicer or otherwiseSpecial Servicer, as the Master Servicer case may be, shall remain be obligated and liable to the Trust, the Trustee, the Certificate Administrator, the Custodian, the Special Servicer and the Certificateholders for the servicing and administering of the applicable Mortgage Loans and the Serviced Companion Loans in accordance with (and subject to the limitations contained within) the provisions of this Agreement without diminution of such obligation or liability by virtue of indemnification from a Sub-Servicer and to the same extent and under the same terms and conditions as if the Master Servicer or the Special Servicer, as the case may be, alone were was servicing the related Commercial Real Estate Loans in accordance with the terms of this Agreement. The Servicer or Special Servicer, as the case may be, shall be solely liable for all fees owed by it to any sub-servicer, regardless of whether the compensation hereunder of the Servicer or Special Servicer, as the case may be, is sufficient to pay such fees. The Servicer and administering such Mortgage Loansthe Special Servicer shall be permitted to provide a copy of this Agreement, the Indenture and the Collateral Interest Purchase Agreement to any sub-servicer retained by the Servicer or the Special Servicer, as applicable. The parties hereto acknowledge that as of the Closing Date the Sub-Servicer is a Qualified Servicer. (b) Subject Each sub-servicer shall be (i) authorized to transact business in the applicable state(s), if, and to the limitations of subsection (a)extent, required by applicable law to enable the Master Servicer may appoint one or more sub-servicers servicer to perform all its obligations hereunder and under the applicable sub-servicing agreement, and (ii) qualified to service investments comparable to the Serviced Commercial Real Estate Loans. (c) Any sub-servicing agreement entered into by the Servicer or any portion of its duties hereunder for the benefit of the TrustSpecial Servicer, the Trustee and the Certificateholders provided that, after the Closing Date, if and for so long as the Trust orcase may be, with respect to any Serviced Companion LoanCommercial Real Estate Loans shall provide that it may be assumed or, other than the trust created pursuant to an Other Companion Loan Pooling and Sub-Servicing Agreement, are subject terminated by (i) the Servicer or the Special Servicer, as the case may be, (ii) the Trustee, if the Trustee has assumed the duties of the Servicer or Special Servicer, as the case may be, or if the Servicer or Special Servicer, as the case may be, is otherwise terminated pursuant to the reporting requirements terms of this Agreement, or (iii) a successor servicer if such successor servicer has assumed the duties of the Exchange ActServicer or Special Servicer, as the case may be, in each case without cause and without cost or obligation to the Trustee, the Master Servicer successor servicer or the successor special servicer. In no event shall not enter into a sub-servicing agreement the Trustee be responsible for the payment of any termination fee in connection with any Prohibited Party. (c) Notwithstanding anything herein to the contrary, any sub-servicing agreement entered into by the Servicer or Special Servicer or any successor servicer. In no event shall any sub-servicing agreement give a sub-servicer direct rights against the assets of the Issuer. Any sub-servicing agreement and any other transactions or services relating to the Serviced Commercial Real Estate Loans involving a sub-servicer shall be deemed to be between the sub-servicer and the Servicer or Special Servicer, as the case may be, alone and the Trustee shall not be deemed a party thereto and shall have no claims, rights, obligations, duties or liabilities with a Subrespect to any sub-servicer except as set forth in Section 2.01(c) and Section 6.02. The Trustee shall not be (a) liable for any acts or omissions of any Servicer, (b) obligated to make any Servicing Advance, (c) responsible for expenses of the Servicer or the Special Servicer, (d) liable for any amount necessary to induce any successor servicer to act as successor servicer or any successor special servicer to act as special servicer hereunder. (d) Notwithstanding any contrary provisions of the foregoing subsections of this Section 2.02, the appointment by the Servicer or the Special Servicer of one or more third-party contractors for the purpose of performing discrete, ministerial functions shall not constitute the appointment of sub-servicers and shall not be subject to the provisions of this Section 2.02; provided, that (a) the Servicer or the Special Servicer, as the case may be, shall remain responsible for the actions of such third-party contractors as if it were alone performing such functions and shall pay all fees and expenses of such third-party contractors; and (b) such appointment imposes no additional duty on any other party to this Agreement, any successor hereunder to the Servicer or the Special Servicer, as the case may be. (e) Each sub-servicing agreement entered into by the Servicer shall provide that prior to a Control Termination Event, the Subordinate Class Representative with respect to a CLO Controlled Collateral Interest (i) the failure of such Sub-Servicer to comply with any of the requirements of Article XIII of this Agreement, (ii) if and for so long as the Trust or, with respect to any Serviced Companion Loan that is deposited into a trust created pursuant to an Other Companion Loan Pooling and Servicing AgreementNon-CLO Controlled Collateral Interest, such other trust, is subject to the reporting requirements holder of the Exchange Act, related Controlling Companion Participation) shall be entitled to terminate the failure of such Sub-Servicer to comply with any requirements to deliver any items required by Items 1122 rights and 1123 of Regulation AB under any other pooling and servicing agreement relating to any commercial mortgage loan securitization or (iii) the status of such Sub-Servicer as a Prohibited Party at any time during which the Trust is subject to the reporting requirements obligations of the Exchange Act, shall each constitute an event of default by such Subsub-Servicer servicer under such sub-servicing agreement with respect to such Collateral Interest, with or without cause, upon ten (10) Business Days’ notice to the occurrence of which any of Issuer, the Master Special Servicer, the Special Servicer, the Operating Advisor, the Trustee and the Note Administrator, and replace such sub-servicer with a successor sub-servicer that is a Qualified Servicer, subject to the consent of the Servicer with respect to such replacement sub-servicer, which consent shall not be unreasonably withheld, conditioned or delayed; provided that (a) all applicable costs and expenses (including, without limitation, cost and expenses of the Depositor shall have the right to immediately terminate such Sub-Servicer and that Servicer) of any such termination made by the Subordinate Class Representative (or, with respect to a Non-CLO Controlled Collateral Interest, the holder of the related Controlling Companion Participation) shall be deemed for causepaid by the Subordinate Class Representative (or, with respect to a Non-CLO Controlled Collateral Interest, the holder of the related Controlling Companion Participation) and (b) all applicable accrued and unpaid Servicing Fees, Additional Servicing Compensation and Servicing Expenses owed to such sub-servicer are paid in full. (f) Unless the Issuer and the Servicer agree otherwise, the Servicer shall not be required to pay a sub-servicing fee with respect to any Collateral Interest or Companion Participation related to a Serviced Commercial Real Estate Loan in excess of 0.0025% per annum.

Sub-Servicing. The Master Servicer may appoint one or more sub-servicers (aeach, a "Sub-Servicer") to perform all or any portion of its duties hereunder for the benefit of the Trustee and the Certificateholders. The Master Servicer shall supervise, administer, monitor, enforce and oversee the servicing of the applicable Mortgage Loans by any Sub-Servicer appointed by it. Other than with respect to the agreements with any other Sub-Servicer (including the Seller Sub-Servicer) under agreements that are in effect on the Closing Date (each a “Surviving Sub-Servicer”), the The terms of any arrangement or agreement between the Master Servicer and a Sub-Servicer Servicer, shall provide that such agreement or arrangement may be terminated, without cause and without the payment of any termination fees, by the Trustee if in the event such Master Servicer is terminated in accordance with this Agreement. In addition, none of neither the Trustee, Trustee nor the Certificate Administrator, the Custodian, the Certificateholders, the holder of any Serviced Companion Loan or the holder of any B Note Certificateholders shall have any direct obligation or liability (including, without limitation, indemnification obligations) with respect to any Sub-Servicer. The Master Servicer shall be solely responsible for the payment of compensation to any Sub-Servicer appointed by it. The Master Servicer shall pay the costs of enforcement against any of its Sub-Servicers at its own expense, but shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement only to the extent that such recovery exceeds all amounts due in respect of the related Mortgage Loans or (ii) from a specific recovery of costs, expenses or attorney’s attorneys fees against the party against whom such enforcement is directed. Notwithstanding the provisions of any primary servicing agreement or subSub-servicing agreementServicing Agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer or a Sub-Servicer, or reference to actions taken through a Sub-Servicer or otherwise, the Master Servicer shall remain obligated and liable to the Trust, the Trustee, the Certificate Administrator, the Custodian, the Special Servicer Trustee and the Certificateholders for the servicing and administering of the applicable Mortgage Loans and the Serviced Companion Loans in accordance with (and subject to the limitations contained within) the provisions of this Agreement without diminution of such obligation or liability by virtue of indemnification from a Sub-Servicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering such the Mortgage Loans. (b) Subject to the limitations of subsection (a), the Master Servicer may appoint one or more sub-servicers to perform all or any portion of its duties hereunder for the benefit of the Trust, the Trustee and the Certificateholders provided that, after the Closing Date, if and for so long as the Trust or, with respect to any Serviced Companion Loan, the trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, are subject to the reporting requirements of the Exchange Act, the Master Servicer shall not enter into a sub-servicing agreement with any Prohibited Party. (c) Notwithstanding anything herein to the contrary, any sub-servicing agreement with a Sub-Servicer shall provide that (i) the failure of such Sub-Servicer to comply with any of the requirements of Article XIII of this Agreement, (ii) if and for so long as the Trust or, with respect to any Serviced Companion Loan that is deposited into a trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, such other trust, is subject to the reporting requirements of the Exchange Act, the failure of such Sub-Servicer to comply with any requirements to deliver any items required by Items 1122 and 1123 of Regulation AB under any other pooling and servicing agreement relating to any commercial mortgage loan securitization or (iii) the status of such Sub-Servicer as a Prohibited Party at any time during which the Trust is subject to the reporting requirements of the Exchange Act, shall each constitute an event of default by such Sub-Servicer under such sub-servicing agreement upon the occurrence of which any of the Master Servicer, the Special Servicer or the Depositor shall have the right to immediately terminate such Sub-Servicer and that such termination shall be deemed for cause.

Sub-Servicing. (a) The As part of its servicing activities hereunder, each of the Master Servicer and the Special Servicer, as the case may be, may appoint one or more sub-servicers (each, a "Sub-Servicer") to perform all or any portion of their respective duties hereunder and severally and not jointly, for the benefit of the Trustee and the Certificateholders, shall supervise, administer, monitor, enforce and oversee the servicing of the applicable Mortgage Loans by any Sub-Sub- Servicer appointed by it. Other than with respect The Master Servicer intends to appoint initially Xxxxx Fargo Realty Finance Corporation, a wholly-owned subsidiary of Xxxxx Fargo Bank, National Association, to sub-service the agreements with any other Sub-Servicer (including the Seller Sub-Servicer) under agreements that are in effect on the Closing Date (each a “Surviving Sub-Servicer”), the Mortgage Loans. The terms of any arrangement or agreement between the Master Servicer and a Sub-Servicer, or the Special Servicer and a Sub-Servicer, as the case may be, shall provide that such agreement or arrangement may be terminated, without cause and without the payment of any termination fees, terminated by the Trustee if in the event such Master Servicer or Special Servicer is terminated in accordance with this Agreement. In addition, none of the Trustee, the Certificate Administrator, the Custodian, the Certificateholders, the holder of any Serviced Companion Loan or the holder of any B Note shall have any direct obligation or liability (including, without limitation, indemnification obligations) with respect to any Sub-Servicer. The Master Servicer shall be solely responsible for and the payment of compensation to any Sub-Servicer appointed by it. The Master Servicer Special Servicer, as the case may be, severally and not jointly, shall pay the costs of enforcement against any of its Sub-Servicers at its own expense, but shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement only to the extent that such recovery exceeds all amounts due in respect of the related Mortgage Loans or (ii) from a specific recovery of costs, expenses or attorney’s attorneys fees against the party against whom such enforcement is directed. A Sub-Servicer under a Sub-Servicing Agreement shall not agree to any modification, waiver, amendment or consent in respect of a Specially Serviced Mortgage Loan pursuant to Section 3.26 hereof without the consent of the Special Servicer. Notwithstanding the provisions of any primary servicing agreement or sub-servicing agreementSub- Servicing Agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer, the Special Servicer or a Sub-Servicer, Servicer or reference to actions taken through a Sub-Servicer or otherwise, the Master Servicer or the Special Servicer, as the case may be, severally and not jointly, shall remain obligated and liable to the Trust, the Trustee, the Certificate Administrator, the Custodian, the Special Servicer Trustee and the Certificateholders for the servicing and administering of the applicable Mortgage Loans and any REO Property included in the Serviced Companion Loans Trust Fund in accordance with (and subject to the limitations contained within) the provisions of this Agreement without diminution of such obligation or liability by virtue of any Sub-Servicing Agreement or by virtue of indemnification from a Sub-Servicer and to the same extent and under the same terms and conditions as if the Master Servicer or the Special Servicer, as the case may be, alone were servicing and administering such the Mortgage Loans. (b) Subject to the limitations of subsection (a), the Master Servicer may appoint one or more sub-servicers to perform all or any portion of its duties hereunder for the benefit of the Trust, the Trustee and the Certificateholders provided that, after the Closing Date, if and for so long as the Trust or, with respect to any Serviced Companion Loan, the trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, are subject to the reporting requirements of the Exchange Act, the Master Servicer shall not enter into a sub-servicing agreement with any Prohibited Party. (c) Notwithstanding anything herein to the contrary, any sub-servicing agreement with a Sub-Servicer shall provide that (i) the failure of such Sub-Servicer to comply with any of the requirements of Article XIII of this Agreement, (ii) if and for so long as the Trust or, with respect to any Serviced Companion Loan that is deposited into a trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, such other trust, is subject to the reporting requirements of the Exchange Act, the failure of such Sub-Servicer to comply with any requirements to deliver any items required by Items 1122 and 1123 of Regulation AB under any other pooling and servicing agreement relating to any commercial mortgage loan securitization or (iii) the status of such Sub-Servicer as a Prohibited Party at any time during which the Trust is subject to the reporting requirements of the Exchange Act, shall each constitute an event of default by such Sub-Servicer under such sub-servicing agreement upon the occurrence of which any of the Master Servicer, the Special Servicer or the Depositor shall have the right to immediately terminate such Sub-Servicer and that such termination shall be deemed for cause.

Sub-Servicing. The Servicer may appoint one or more sub-servicers (aeach, a "Sub-Servicer") to perform all or any portion of its duties hereunder for the benefit of the Trustee and the Certificateholders. The Master Servicer shall supervise, administer, monitor, enforce and oversee the servicing of the applicable Mortgage Loans and (if applicable) the related Companion Loans by any Sub-Servicer appointed by it. Other than with respect to the agreements with any other Sub-Servicer (including the Seller Sub-Servicer) under agreements that are in effect on the Closing Date (each a “Surviving Sub-Servicer”), the The terms of any arrangement or agreement between the Master Servicer and a Sub-Servicer shall provide that (a) such agreement or arrangement may be terminatedterminated or assumed, without cause and without the payment of any costs or termination fees, by the Trustee if such Master in the event the Servicer is terminated in accordance with this Agreement and (b) the Sub-Servicer shall not take any action with respect to the foreclosure of a Mortgaged Property or the modification of a Mortgage Loan, which action is otherwise able to be taken by the Servicer in accordance with the terms of this Agreement and is able to be taken by the Sub-Servicer pursuant to terms of the applicable sub-servicing Agreement, without obtaining the prior consent of the Servicer or Special Servicer, as applicable. In addition, none of neither the Trustee, Trustee nor the Certificate Administrator, Paying Agent nor the Custodian, the Certificateholders, the holder of any Serviced Companion Loan or the holder of any B Note Certificateholders shall have any direct obligation or liability (including, without limitation, indemnification obligations) with respect to any Sub-Servicer. The Master Servicer shall be solely responsible for the payment of compensation to any Sub-Servicer appointed by it. The Master Servicer shall pay the costs of enforcement against any of its Sub-Servicers at its own expense, but shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement only to the extent that such recovery exceeds all amounts due in respect of the related Mortgage Loans and Companion Loans or (ii) from a specific recovery of costs, expenses or attorney’s attorneys fees against the party against whom such enforcement is directed. Notwithstanding the provisions of any primary servicing agreement or sub-servicing agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer or a Sub-Servicer, or reference to actions taken through a Sub-Servicer or otherwise, the Master Servicer shall remain obligated and liable to the Trust, the Trustee, the Certificate Administrator, the Custodian, the Special Servicer Trustee and the Certificateholders for the servicing and administering of the applicable Mortgage Loans and the Serviced Companion Loans in accordance with (and subject to the limitations contained within) the provisions of this Agreement without diminution of such obligation or liability by virtue of indemnification from a Sub-Servicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering such the Mortgage Loans and Companion Loans. (b) Subject to the limitations of subsection (a), the Master Servicer may appoint one or more sub-servicers to perform all or any portion of its duties hereunder for the benefit of the Trust, the Trustee and the Certificateholders provided that, after the Closing Date, if and for so long as the Trust or, with respect to any Serviced Companion Loan, the trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, are subject to the reporting requirements of the Exchange Act, the Master Servicer shall not enter into a sub-servicing agreement with any Prohibited Party. (c) Notwithstanding anything herein to the contrary, any sub-servicing agreement with a Sub-Servicer shall provide that (i) the failure of such Sub-Servicer to comply with any of the requirements of Article XIII of this Agreement, (ii) if and for so long as the Trust or, with respect to any Serviced Companion Loan that is deposited into a trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, such other trust, is subject to the reporting requirements of the Exchange Act, the failure of such Sub-Servicer to comply with any requirements to deliver any items required by Items 1122 and 1123 of Regulation AB under any other pooling and servicing agreement relating to any commercial mortgage loan securitization or (iii) the status of such Sub-Servicer as a Prohibited Party at any time during which the Trust is subject to the reporting requirements of the Exchange Act, shall each constitute an event of default by such Sub-Servicer under such sub-servicing agreement upon the occurrence of which any of the Master Servicer, the Special Servicer or the Depositor shall have the right to immediately terminate such Sub-Servicer and that such termination shall be deemed for cause.

Sub-Servicing. (a) The Master Servicer shall supervise, administer, monitor, enforce and oversee or the servicing of the applicable Mortgage Loans by any Special Servicer may enter into Sub-Servicer appointed by it. Other than Servicing Agreements with respect to the agreements with any other Sub-Servicer (including the Seller Sub-Servicer) under agreements that are in effect on the Closing Date (each a “Surviving Sub-Servicer”), the terms of any arrangement or agreement between the Master Servicer and a Sub-Servicer shall provide that such agreement or arrangement may be terminated, without cause and without the payment of any termination fees, by the Trustee if such Master Servicer is terminated in accordance with this Agreement. In addition, none of the Trustee, the Certificate Administrator, the Custodian, the Certificateholders, the holder of any Serviced Companion Loan or the holder of any B Note shall have any direct obligation or liability (including, without limitation, indemnification obligations) third parties with respect to any Sub-Servicer. The Master Servicer of its respective obligations hereunder, provided that (1) any such agreement shall be solely responsible for the payment of compensation to any Sub-Servicer appointed by it. The Master Servicer shall pay the costs of enforcement against any of its Sub-Servicers at its own expense, but shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement only to the extent that such recovery exceeds all amounts due in respect of the related Mortgage Loans or (ii) from a specific recovery of costs, expenses or attorney’s fees against the party against whom such enforcement is directed. Notwithstanding the provisions of any primary servicing agreement or sub-servicing agreement, any of consistent with the provisions of this Agreement relating and (2) no Sub-Servicer retained by the Master Servicer or the Special Servicer shall grant any modification, waiver or amendment to any Mortgage Loan without the approval of the Master Servicer or the Special Servicer, as applicable. Any such Sub-Servicing Agreement may permit the Sub-Servicer to delegate its duties to agents or subcontractors so long as the related agreements or arrangements with such agents or subcontractors are consistent with the provisions of this Section 3.2(a). Any Sub-Servicing Agreement entered into by the Master Servicer or the Special Servicer, shall provide that it may be assumed or terminated by the Trustee or successor Master Servicer or Special Servicer if the Trustee or a successor Master Servicer or Special Servicer has assumed the duties of the Master Servicer or the Special Servicer, as applicable, without cost or obligation to the assuming or terminating party or the Trust Fund, upon the assumption by the Trustee or a successor Master Servicer or Special Servicer of the obligations of the Master Servicer or the Special Servicer, as applicable, pursuant to Section 7.2. Any Sub-Servicing Agreement, and any other transactions or services relating to the Mortgage Loans involving a Sub-Servicer, shall be deemed to be between the Master Servicer or a the Special Servicer, as applicable, and such Sub-Servicer alone, and the Trustee and the Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Sub-Servicer, or reference to actions taken through a Sub-Servicer or otherwiseincluding the Depositor acting in such capacity, the Master Servicer shall remain obligated and liable to the Trust, the Trustee, the Certificate Administrator, the Custodian, the Special Servicer and the Certificateholders for the servicing and administering of the applicable Mortgage Loans and the Serviced Companion Loans except as set forth in accordance with (and subject to the limitations contained within) the provisions of this Agreement without diminution of such obligation or liability by virtue of indemnification from a Sub-Servicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering such Mortgage LoansSection 3.2(b). (b) Subject to If the limitations Trustee or any successor Master Servicer or Special Servicer assumes the obligations of subsection (a), the Master Servicer may appoint one or more sub-servicers to perform all or any portion of its duties hereunder for the benefit of the TrustSpecial Servicer, as applicable, in accordance with Section 7.2, the Trustee and the Certificateholders provided thator such successor Master Servicer or Special Servicer, after the Closing Date, if and for so long as the Trust or, with respect to any Serviced Companion Loan, the trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, are subject to the reporting requirements of extent necessary to permit the Exchange Act, the Trustee or such successor Master Servicer shall not enter into a sub-servicing agreement with any Prohibited Party. (c) Notwithstanding anything herein to the contrary, any sub-servicing agreement with a Sub-Servicer shall provide that (i) the failure of such Sub-Servicer to comply with any of the requirements of Article XIII of this Agreement, (ii) if and for so long as the Trust or, with respect to any Serviced Companion Loan that is deposited into a trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, such other trust, is subject to the reporting requirements of the Exchange Act, the failure of such Sub-Servicer to comply with any requirements to deliver any items required by Items 1122 and 1123 of Regulation AB under any other pooling and servicing agreement relating to any commercial mortgage loan securitization or (iii) the status of such Sub-Servicer as a Prohibited Party at any time during which the Trust is subject to the reporting requirements of the Exchange Act, shall each constitute an event of default by such Sub-Servicer under such sub-servicing agreement upon the occurrence of which any of the Master Servicer, the Special Servicer or the Depositor shall have the right to immediately terminate such Sub-Servicer and that such termination shall be deemed for cause.Special

Sub-Servicing. (a) The Master Servicer or the Special Servicer may enter into Sub- Servicing Agreements with third parties with respect to any of its respective obligations hereunder, provided that (1) any such agreement shall supervisebe consistent with the provisions of this Agreement and (2) no Sub-Servicer retained by the Master Servicer or the Special Servicer shall grant any modification, administer, monitor, enforce and oversee waiver or amendment to any Mortgage Loan without the servicing approval of the applicable Master Servicer or the Special Servicer, as applicable. Any such Sub-Servicing Agreement may permit the Sub-Servicer to delegate its duties to agents or subcontractors so long as the related agreements or arrangements with such agents or subcontractors are consistent with the provisions of this Section 3.2(a). Any Sub-Servicing Agreement entered into by the Master Servicer or the Special Servicer, shall provide that it may be assumed or terminated by the Trustee or successor Master Servicer or Special Servicer if the Trustee or a successor Master Servicer or Special Servicer has assumed the duties of the Master Servicer or the Special Servicer, as applicable, without cost or obligation to the assuming or terminating party or the Trust Fund, upon the assumption by the Trustee or a successor Master Servicer or Special Servicer of the obligations of the Master Servicer or the Special Servicer, as applicable, pursuant to Section 7.2; provided, however, that the Trustee or successor Master Servicer may not terminate any Sub-Servicing Agreement entered into by the Master Servicer as of the Closing Date with respect to any of the RFC Loans unless the related Sub-Servicer is in default under such Sub-Servicing Agreement, which Sub-Servicing Agreement must provide that (i) the Sub-Servicer is in default if it causes the Master Servicer to be in default under this Agreement and (ii) the related Sub-Servicer is required to perform its servicing obligations in a manner consistent with the Servicing Standard. Any Sub-Servicing Agreement, and any other transactions or services relating to the Mortgage Loans by involving a Sub-Servicer, shall be deemed to be between the Master Servicer or the Special Servicer, as applicable, and such Sub-Servicer alone, and the Trustee and the Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Sub-Servicer, including the Depositor acting in such capacity, except as set forth in Section 3.2(c). (b) The Master Servicer and the Special Servicer shall each pay the respective fees of any Sub-Servicer appointed retained by it. Other than it thereunder from its own funds in accordance with respect to the agreements with any other applicable Sub-Servicing Agreement. (c) If the Trustee or any successor Master Servicer (including or Special Servicer assumes the Seller Sub-Servicer) under agreements that are in effect on the Closing Date (each a “Surviving Sub-Servicer”), the terms obligations of any arrangement or agreement between the Master Servicer or the Special Servicer, as applicable, in accordance with Section 7.2, the Trustee or such successor Master Servicer or Special Servicer, to the extent necessary to permit the Trustee or such successor Master Servicer or Special Servicer to carry out the provisions of Section 7.2, shall, without act or deed on the part of the Trustee or such successor Master Servicer or Special Servicer, succeed to all of the rights and a obligations of the Master Servicer or Special Servicer under any Sub-Servicing Agreement entered into by the Master Servicer shall provide that such agreement or arrangement may be terminatedSpecial Servicer pursuant to Section 3.2(a), without cause and without subject to the payment right of any termination fees, by the Trustee if set forth in Section 3.2(a). In such event, the Trustee or such successor Master Servicer is terminated in accordance with this Agreement. In addition, none of the Trustee, the Certificate Administrator, the Custodian, the Certificateholders, the holder of any Serviced Companion Loan or the holder of any B Note shall have any direct obligation or liability (including, without limitation, indemnification obligations) with respect to any Sub-Servicer. The Master Special Servicer shall be solely responsible for deemed to have assumed all of the payment Master Servicer's or Special Servicer's interest therein (but not any liabilities or obligations in respect of compensation acts or omissions of the Master Servicer or Special Servicer prior to any such deemed assumption) and to have replaced the Master Servicer or the Special Servicer, as applicable, as a party to such Sub-Servicer appointed by it. The Servicing Agreement to the same extent as if such Sub-Servicing Agreement had been assigned to the Trustee or such successor Master Servicer, except that the Master Servicer or the Special Servicer shall pay the costs not thereby be relieved of enforcement against any of its liability or obligations under such Sub-Servicers Servicing Agreement that accrued prior to the assumption of duties hereunder by the Trustee or such successor Master Servicer or Special Servicer. In the event that the Trustee or any successor Master Servicer or Special Servicer assumes the servicing obligations of the Master Servicer or the Special Servicer, as the case may be, upon request of the Trustee or such successor Master Servicer or Special Servicer, as the case may be, the Master Servicer or Special Servicer shall, at its own expense, but shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement only deliver to the extent that Trustee or such recovery exceeds successor Master Servicer or Special Servicer (as the case may be) all amounts due in respect of documents and records relating to any Sub-Servicing Agreement and the related Mortgage Loans or (ii) from a specific recovery then being serviced thereunder and an accounting of costsamounts collected and held by it, expenses or attorney’s fees against if any, and the party against whom such enforcement is directed. Notwithstanding Master Servicer will otherwise use its best efforts to effect the provisions orderly and efficient transfer of any primary servicing agreement Sub-Servicing Agreement to the Trustee or subsuch successor Master Servicer. (d) Notwithstanding any Sub-servicing agreementServicing Agreement, any of the provisions provi- sions of this Agreement relating to agreements or arrangements between the Master Servicer or a Special Servicer and any Person acting as Sub-Servicer, Servicer (or its agents or subcontractors) or any reference to actions taken through a any Person acting as Sub-Servicer or otherwise, the Master Servicer or the Special Servicer, as applicable, shall remain obligated and liable to the Trust, the Trustee, the Certificate Administrator, the Custodian, the Special Servicer Trustee and the Certificateholders for the servicing and administering of the applicable Mortgage Loans and the Serviced Companion Loans in accordance with (and subject to the limitations contained within) the provisions of this Agreement without diminution of such obligation or liability by virtue of such Sub-Servicing Agreements or arrangements or by virtue of indemnification from a the Depositor or any Person acting as Sub-Servicer and (or its agents or subcontractors) to the same extent and under the same terms and conditions as if the Master Servicer alone or Special Servicer, as applicable, were servicing and administering such the Mortgage Loans. (b) Subject Loans alone. The Master Servicer or the Special Servicer, as applicable, shall be entitled to the limitations enter into an agreement with any Sub-Servicer providing for indemnification of subsection (a), the Master Servicer may appoint one or more sub-servicers to perform all or any portion of its duties hereunder for the benefit of the TrustSpecial Servicer, the Trustee and the Certificateholders provided thatas applicable, after the Closing Date, if and for so long as the Trust or, with respect to any Serviced Companion Loan, the trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, are subject to the reporting requirements of the Exchange Act, the Master Servicer shall not enter into a sub-servicing agreement with any Prohibited Party. (c) Notwithstanding anything herein to the contrary, any sub-servicing agreement with a Sub-Servicer shall provide that (i) the failure of such Sub-Servicer to comply with any of the requirements of Article XIII of this Agreement, (ii) if and for so long as the Trust or, with respect to any Serviced Companion Loan that is deposited into a trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, such other trust, is subject to the reporting requirements of the Exchange Act, the failure of such Sub-Servicer to comply with any requirements to deliver any items required by Items 1122 and 1123 of Regulation AB under any other pooling and servicing agreement relating to any commercial mortgage loan securitization or (iii) the status of such Sub-Servicer as a Prohibited Party at any time during which the Trust is subject to the reporting requirements of the Exchange Act, shall each constitute an event of default by such Sub-Servicer under such sub-servicing agreement upon the occurrence of which any of the Master Servicer, the Special Servicer or the Depositor shall have the right to immediately terminate such Sub-Servicer and that such termination nothing contained in this Agreement shall be deemed to limit or modify such indemnification, but no such agreement for causeindemnification shall be deemed to limit or modify this Agreement.