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

Servicer to Act as the Servicer; Special Servicer to Act as the Special Servicer. The Servicer and the Special Servicer, as the case may be, each as an independent contractor, shall service and administer the Mortgage Loan and any Foreclosed Property solely on behalf of the Trust and the Companion Loan Holders, in the best interest of, and for the benefit of, the Trust Interest Owners and the Companion Loan Holders, as a collective whole as if such Trust Interest Owners and such Companion Loan Holders constituted one lender (as determined by the Servicer or the Special Servicer, as applicable, in the exercise of its good faith and reasonable judgment), in accordance with applicable law (including the REMIC Provisions), the terms of this Agreement, the Mortgage Loan Documents, the Co-Lender Agreement and, to the extent consistent with the foregoing, the following standards (herein referred to as “Accepted Servicing Practices”): (i) the higher of (a) in the same manner in which and with the same care, skill, prudence and diligence with which the Servicer or the Special Servicer, as applicable, services and administers similar loans and administers foreclosed or other similarly situated properties for third-party portfolios, giving due consideration to customary and usual standards of practice of prudent institutional commercial mortgage loan servicers in servicing mortgage loans and administering foreclosed properties, and (b) with the same care, skill, prudence and diligence with which the Servicer or the Special Servicer, as applicable, uses for loans that it owns or for foreclosed or other similarly situated properties it services and manages, in either case exercising reasonable business judgment, acting in accordance with applicable laws; (ii) with a view to the timely collection of (a) all scheduled payments of principal and interest under the Mortgage Loan or, if the Mortgage Loan comes into and continues in default and if, in the reasonable judgment of the Special Servicer, no satisfactory arrangements can be made for the collection of the delinquent payments, the maximization of the recovery on the Mortgage Loan to the Trust Interest Owners and the Companion Loan Holders (as a collective whole as if the Trust Interest Owners and the Companion Loan Holders constituted a single lender) on a net present value basis and (b) the Borrower Reimbursable Trust Fund Expenses and, any other fees or expenses and any other amounts due under the Mortgage Loan; and (iii) without regard to:

Servicer to Act as the Servicer; Special Servicer to Act as the Special Servicer. The Servicer (other than during the continuance of a Special Servicing Loan Event) and the Special Servicer, as Servicer (during the case may becontinuance of a Special Servicing Loan Event), each as an independent contractor, shall service and administer the Mortgage Loan and any administer Foreclosed Property solely on behalf of the Trust and the Companion Loan HoldersFund, in the best interest of, and for the benefit of, the Trust Interest Owners Certificateholders and the Companion Loan Holders, Holders as a collective whole as if such Trust Interest Owners Certificateholders and such the Companion Loan Holders constituted one lender (taking into account the subordinate nature of the B-Note) (as determined by the Servicer or the Special Servicer, as applicable, in the exercise of its good faith and reasonable judgment), in accordance with applicable law (including the REMIC Provisions), the terms of this Agreement, the Mortgage Loan Documents, the Co-Lender Agreement and the Loan Documents and, to the extent consistent with the foregoing, the following standards (herein referred to as “Accepted Servicing Practices”): standards: (i) the higher of (a) in the same manner in which and with the same care, skill, prudence and diligence with which the Servicer or the Special Servicer, as applicable, services and administers similar loans and administers foreclosed or other similarly situated properties for other third-party portfolios, giving due consideration to customary and usual standards of practice of prudent institutional commercial mortgage loan servicers lenders in servicing mortgage their own loans and administering their own foreclosed properties, and or (b) with the same care, skill, prudence and diligence with which the Servicer or the Special Servicer, as applicable, uses for loans that which it owns or for foreclosed or other similarly situated properties it services owns and manages, in either case exercising reasonable business judgment, acting in accordance with applicable lawsadministers; (ii) with a view to the timely collection of (a) all scheduled payments of principal and interest under the Mortgage Loan or, with respect to the Special Servicer, if the Mortgage Loan comes into and continues in default and if, in the reasonable judgment of the Special Servicer, if no satisfactory arrangements can be made for the collection of the delinquent payments, the maximization of the recovery on the Mortgage Loan to the Trust Interest Owners Certificateholders and the Companion Loan Holders (as a collective whole as if the Trust Interest Owners Certificateholders and the Companion Loan Holders constituted a single lender) (taking into account the subordinate nature of the B-Note) on a net present value basis and (b) the Loan Borrower Reimbursable Trust Fund Expenses and, any other fees or expenses and any other amounts due under the Mortgage Loan; Loan and (iii) without regard to:

Servicer to Act as the Servicer; Special Servicer to Act as the Special Servicer. The Subject to Section 2.8(c), the Servicer and the Special Servicer, as the case may be, each as an independent contractor, shall service and administer the Mortgage Loan (and any the Companion Loans) and administer Foreclosed Property solely on behalf of the Trust and the Companion Loan Holders, in the best interest of, and for the benefit of, all the Trust Interest Owners Certificateholders and the Companion Loan Holders, Holders as a collective whole as if such Trust Interest Owners Certificateholders and such Companion Loan Holders constituted one lender (taking into account the subordination of the Trust B Notes to the A Notes) (as determined by the Servicer or the Special Servicer, as applicable, in the exercise of its good faith and reasonable judgment), in accordance with applicable law (including the REMIC Provisions), the terms of this Agreement, the Mortgage Loan Documents, the Co-Lender Agreement and the Loan Documents and, to the extent consistent with the foregoing, the following standards (herein referred to as “Accepted Servicing Practices”): standards: (i) the higher of (a) in the same manner in which and with the same care, skill, prudence and diligence with which the Servicer or the Special Servicer, as applicable, services and administers similar loans and administers foreclosed or other similarly situated properties for other third-party portfolios, giving due consideration to customary and usual standards of practice of prudent institutional commercial mortgage loan servicers lenders in servicing mortgage their own loans and administering their own foreclosed properties, and or (b) the same manner in which and with the same care, skill, prudence and diligence with which the Servicer or the Special Servicer, as applicable, uses for loans that it owns or for foreclosed or other similarly situated properties it services owns and manages, in either case exercising reasonable business judgment, acting in accordance with applicable lawsadministers; (ii) with a view to the timely collection of (a) all scheduled payments of principal and interest under the Mortgage Loan and the Companion Loans or, if the Mortgage Loan or any Companion Loan comes into and continues in default and if, in the reasonable judgment of the Special Servicer, if no satisfactory arrangements can be made for the collection of the delinquent payments, the maximization of the recovery on the Mortgage Whole Loan to the Trust Interest Owners Certificateholders and the Companion Loan Holders (as a collective whole as if the Trust Interest Owners such Certificateholders and the Companion Loan Holders constituted a single lenderone lender (taking into account the interests of each of the holders of the Notes and the subordination of the Trust B Notes to the A Notes) on a net present value basis and (b) the Borrower Reimbursable any Trust Fund Expenses and, any other fees that are reimbursable or expenses and any other amounts due payable by the Borrower under the Mortgage Loan; Loan Documents and (iii) without regard toto any conflict of interest arising from:

Servicer to Act as the Servicer; Special Servicer to Act as the Special Servicer. The Servicer and the Special Servicer, as the case may be, each as an independent contractor, shall service and administer the Mortgage Loan and any Foreclosed Property solely on behalf of the Trust and the Companion Loan HoldersHolder(s), in the best interest of, and for the benefit of, the Trust Interest Owners Certificateholders and the Companion Loan HoldersHolder(s), as a collective whole as if such Trust Interest Owners Certificateholders and such Companion Loan Holders Holder(s) constituted one lender (as determined by the Servicer or the Special Servicer, as applicable, in the exercise of its good faith and reasonable judgment), in accordance with applicable law (including the REMIC Provisions), the terms of this Agreement, the Mortgage Loan Documents, the Co-Lender Agreement Agreement, any related mezzanine intercreditor agreement and, to the extent consistent with the foregoing, the following standards (herein referred to as “Accepted Servicing Practices”): (i) the higher of (a) in the same manner in which and with the same care, skill, prudence and diligence with which the Servicer or the Special Servicer, as applicable, services and administers similar loans and administers foreclosed or other similarly situated properties for third-party portfolios, giving due consideration to customary and usual standards of practice of prudent institutional commercial mortgage loan servicers in servicing mortgage loans and administering foreclosed properties, and (b) with the same care, skill, prudence and diligence with which the Servicer or the Special Servicer, as applicable, uses for loans that it owns or for foreclosed or other similarly situated properties it services and manages, in either case exercising reasonable business judgment, acting in accordance with applicable laws; (ii) with a view to the timely collection of (a) all scheduled payments of principal and interest under the Mortgage Loan or, if the Mortgage Loan comes into and continues in default and if, in the reasonable judgment of the Special Servicer, no satisfactory arrangements can be made for the collection of the delinquent payments, the maximization of the recovery on the Mortgage Loan to the Trust Interest Owners Certificateholders and the Companion Loan Holders Holder(s) (as a collective whole as if the Trust Interest Owners Certificateholders and the Companion Loan Holders Holder(s) constituted a single lender) on a net present value basis and (b) the Borrower Reimbursable Trust Fund Expenses and, any other fees or expenses and any other amounts due under the Mortgage Loan; and (iii) without regard to:

Servicer to Act as the Servicer; Special Servicer to Act as the Special Servicer. The Servicer (other than during the continuance of a Special Servicing Loan Event) and the Special Servicer, as Servicer (during the case may becontinuance of a Special Servicing Loan Event), each as an independent contractor, shall service and administer the Mortgage Whole Loan and any administer Foreclosed Property Properties solely on behalf of the Trust and the Companion Loan HoldersFund, in the best interest of, and for the benefit of, the Trust Interest Owners Certificateholders and the Companion Loan Holders, Holders as a collective whole as if such Trust Interest Owners Certificateholders and such the Companion Loan Holders constituted one lender (taking into account the subordinate nature of the B-Notes) (as determined by the Servicer or the Special Servicer, as applicable, in the exercise of its good faith and reasonable judgment), in accordance with applicable law (including the REMIC Provisions), the terms of this Agreement, the Mortgage Loan Documents, the Co-Lender Agreement and the Loan Documents and, to the extent consistent with the foregoing, the following standards (herein referred to as “Accepted Servicing Practices”): standards: (i) the higher of (a) in the same manner in which and with the same care, skill, prudence and diligence with which the Servicer or the Special Servicer, as applicable, services and administers similar loans and administers foreclosed or other similarly situated properties for other third-party portfolios, giving due consideration to customary and usual standards of practice of prudent institutional commercial mortgage loan servicers lenders in servicing mortgage their own loans and administering their own foreclosed properties, and or (b) with the same care, skill, prudence and diligence with which the Servicer or the Special Servicer, as applicable, uses for loans that which it owns or for foreclosed or other similarly situated properties it services owns and manages, in either case exercising reasonable business judgment, acting in accordance with applicable lawsadministers; (ii) with a view to the timely collection of (a) all scheduled payments of principal and interest under the Mortgage Whole Loan or, with respect to the Special Servicer, if the Mortgage Whole Loan comes into and continues in default and if, in the reasonable judgment of the Special Servicer, if no satisfactory arrangements can be made for the collection of the delinquent payments, the maximization of the recovery on the Mortgage Whole Loan to the Trust Interest Owners Certificateholders and the Companion Loan Holders (as a collective whole as if the Trust Interest Owners Certificateholders and the Companion Loan Holders constituted a single lender) (taking into account the subordinate nature of the B-Notes) on a net present value basis and (b) the Loan Borrower Reimbursable Trust Fund Expenses and, any other fees or expenses and any other amounts due under the Mortgage Loan; Whole Loan and (iii) without regard to:

Servicer to Act as the Servicer; Special Servicer to Act as the Special Servicer. The Servicer and the Special Servicer, as the case may be, each as an independent contractor, shall service and administer the Mortgage Whole Loan and administer any Foreclosed Property solely on behalf of the Trust and the Companion Loan Holders, in the best interest of, and for the benefit of, all the Trust Interest Owners Certificateholders and the Companion Loan Holders, as a collective whole as if such Trust Interest Owners Certificateholders and such the Companion Loan Holders constituted one lender (taking into account the relative subordination of the Trust A-B Note) (as determined by the Servicer or the Special Servicer, as applicable, in the exercise of its good faith and reasonable judgment), in accordance with applicable law (including the REMIC Provisions), the terms of this Agreement, Agreement and the Mortgage terms of the Loan Documents, Documents and the Co-Lender Agreement and, to the extent consistent with the foregoing, the following standards (herein referred to as “Accepted Servicing Practices”): standards: (i) the higher of (a) in the same manner in which and with the same care, skill, prudence and diligence with which the Servicer or the Special Servicer, as applicable, services and administers similar loans and administers manages foreclosed or other similarly situated properties for third-party portfoliosthird parties, giving due consideration to customary and usual standards of practice of prudent institutional commercial mortgage loan servicers lenders in servicing mortgage loans and administering foreclosed propertiestheir own loans, and or (b) with the same care, skill, prudence and diligence with which the Servicer or the Special Servicer, as applicable, uses for loans that it owns or for foreclosed or other similarly situated properties it services owns and manages, in either case exercising reasonable business judgment, acting in accordance with applicable lawswhichever is higher; (ii) with a view to the timely collection of (a) all scheduled payments of principal and interest under the Mortgage Whole Loan or, if the Mortgage Whole Loan comes into and and, with respect to the Special Servicer only, continues in default and if, in the reasonable judgment of the Special Servicer, if no satisfactory arrangements can be made for the collection of the delinquent payments, the maximization of the recovery on the Mortgage Whole Loan to the Trust Interest Owners Certificateholders and the Companion Loan Holders (as a collective whole whole, as if the Trust Interest Owners Certificateholders and the Companion Loan Holders constituted a single lender) (taking into consideration the relative subordination of the Trust A-B Note) on a net present value basis and (b) the Borrower Reimbursable Trust Fund Expenses and, any other fees or expenses and any other amounts due under the Mortgage Loan; Whole Loan and (iii) without regard to:

Servicer to Act as the Servicer; Special Servicer to Act as the Special Servicer. The Servicer (other than during the continuance of a Special Servicing Loan Event) and the Special Servicer, as Servicer (during the case may becontinuance of a Special Servicing Loan Event), each as an independent contractor, shall service and administer the Mortgage Whole Loan and any administer Foreclosed Property solely on behalf of the Trust and the Companion Loan HoldersFund, in the best interest of, and for the benefit of, the Trust Interest Owners Certificateholders and the Companion Loan Holders, Holders as a collective whole as if such Trust Interest Owners Certificateholders and such the Companion Loan Holders constituted one lender (taking into account the subordinate nature of the B-Note) (as determined by the Servicer or the Special Servicer, as applicable, in the exercise of its good faith and reasonable judgment), in accordance with applicable law (including the REMIC Provisions), the terms of this Agreement, the Mortgage Loan Documents, the Co-Lender Agreement and the Loan Documents and, to the extent consistent with the foregoing, the following standards (herein referred to as “Accepted Servicing Practices”): standards: (i) the higher of (a) in the same manner in which and with the same care, skill, prudence and diligence with which the Servicer or the Special Servicer, as applicable, services and administers similar loans and administers foreclosed or other similarly situated properties for other third-party portfolios, giving due consideration to customary and usual standards of practice of prudent institutional commercial mortgage loan servicers lenders in servicing mortgage their own loans and administering their own foreclosed properties, and or (b) with the same care, skill, prudence and diligence with which the Servicer or the Special Servicer, as applicable, uses for loans that which it owns or for foreclosed or other similarly situated properties it services owns and manages, in either case exercising reasonable business judgment, acting in accordance with applicable lawsadministers; (ii) with a view to the timely collection of (a) all scheduled payments of principal and interest under the Mortgage Whole Loan or, with respect to the Special Servicer, if the Mortgage Whole Loan comes into and continues in default and if, in the reasonable judgment of the Special Servicer, if no satisfactory arrangements can be made for the collection of the delinquent payments, the maximization of the recovery on the Mortgage Whole Loan to the Trust Interest Owners Certificateholders and the Companion Loan Holders (as a collective whole as if the Trust Interest Owners Certificateholders and the Companion Loan Holders constituted a single lender) (taking into account the subordinate nature of the B-Note) on a net present value basis and (b) the Loan Borrower Reimbursable Trust Fund Expenses and, any other fees or expenses and any other amounts due under the Mortgage Loan; Whole Loan and (iii) without regard to:

Servicer to Act as the Servicer; Special Servicer to Act as the Special Servicer. The Servicer and the Special Servicer, as the case may be, each as an independent contractor, shall service and administer the Mortgage Loan and administer any Foreclosed REO Property solely on behalf of the Trust Fund and the Companion Loan Holders, in the best interest of, and for the benefit of, all the Trust Interest Owners Certificateholders and the Companion Loan Holders, Holders as a collective whole as if such (taking into account the subordination of the Trust Interest Owners and such Companion Loan Holders constituted one lender B Note to the A Notes) (as determined by the Servicer or the Special Servicer, as applicable, in the exercise of its good faith and reasonable judgment), in accordance with applicable law (including the REMIC Provisions), the terms of this Agreement, the Mortgage Loan Documents, the Co-Lender Agreement and, to the extent consistent with the foregoing, the following standards (herein referred to as “Accepted Servicing Practices”): standards: (i) the higher of (a) in the same manner in which and with the same care, skill, prudence and diligence with which the Servicer or the Special Servicer, as applicable, services and administers similar loans and administers manages foreclosed or other similarly situated properties for third-party portfoliosthird parties, giving due consideration to customary and usual standards of practice of prudent institutional commercial mortgage loan servicers lenders in servicing mortgage loans and administering foreclosed propertiestheir own loans, and or (b) with the same care, skill, prudence and diligence with which the Servicer or the Special Servicer, as applicable, uses for loans that which it owns or for foreclosed or other similarly situated properties which it services owns and manages, in either case exercising reasonable business judgment, acting in accordance with applicable lawswhichever is higher; (ii) with a view to the timely collection of (a) all scheduled payments of principal and interest under the Mortgage Loan or, if the Mortgage Loan comes into and continues in default and if, in the reasonable judgment of the Special Servicer, if no satisfactory arrangements can be made for the collection of the delinquent payments, the maximization of the recovery on the Mortgage Loan to the Trust Interest Owners Certificateholders and the Companion Loan Holders (as a collective whole as if (taking into account the subordination of the Trust Interest Owners and B Note to the Companion Loan Holders constituted a single lenderA Notes) on a net present value basis and (b) the Borrower Reimbursable Trust Fund Expenses and, any other fees or expenses and any other amounts due under the Mortgage Loan; Trust Loan and (iii) without regard to:

Servicer to Act as the Servicer; Special Servicer to Act as the Special Servicer. The Servicer and the Special Servicer, as the case may be, each as an independent contractor, shall service and administer the Mortgage Whole Loan and administer any Foreclosed Property solely on behalf of the Trust Fund and the Companion Loan Holders, in the best interest of, and for the benefit of, all the Trust Interest Owners Certificateholders and the Companion Loan Holders, as a collective whole as if such Trust Interest Owners Certificateholders and such the Companion Loan Holders constituted one lender (taking into account the relative subordination of the Trust A-B Note and the Non-Trust B Note) (as determined by the Servicer or the Special Servicer, as applicable, in the exercise of its good faith and reasonable judgment), in accordance with applicable law (including the REMIC Provisions), the terms of this Agreement, Agreement and the Mortgage terms of the Loan Documents, Documents and the Co-Lender Agreement and, to the extent consistent with the foregoing, the following standards (herein referred to as “Accepted Servicing Practices”): standards: (i) the higher of (a) in the same manner in which and with the same care, skill, prudence and diligence with which the Servicer or the Special Servicer, as applicable, services and administers similar loans and administers manages foreclosed or other similarly situated properties for third-party portfoliosthird parties, giving due consideration to customary and usual standards of practice of prudent institutional commercial mortgage loan servicers lenders in servicing mortgage loans and administering foreclosed propertiestheir own loans, and or (b) with the same care, skill, prudence and diligence with which the Servicer or the Special Servicer, as applicable, uses for loans that which it owns or for foreclosed or other similarly situated properties which it services owns and manages, in either case exercising reasonable business judgment, acting in accordance with applicable lawswhichever is higher; (ii) with a view to the timely collection of (a) all scheduled payments of principal and interest under the Mortgage Whole Loan or, if the Mortgage Whole Loan comes into and and, with respect to the Special Servicer only, continues in default and if, in the reasonable judgment of the Special Servicer, if no satisfactory arrangements can be made for the collection of the delinquent payments, the maximization of the recovery on the Mortgage Whole Loan to the Trust Interest Owners Certificateholders and the Companion Loan Holders (as a collective whole whole, as if the Trust Interest Owners Certificateholders and the Companion Loan Holders constituted a single lenderlender)(taking into consideration the relative subordination of the Trust A-B Note and the Non-Trust B Note) on a net present value basis and (b) the Borrower Reimbursable Trust Fund Expenses and, any other fees or expenses and any other amounts due under the Mortgage Loan; Whole Loan and (iii) without regard to:

Servicer to Act as the Servicer; Special Servicer to Act as the Special Servicer. The Servicer and the Special Servicer, as the case may be, each as an independent contractor, shall service and administer the Mortgage Loan and any Foreclosed Property solely on behalf of the Trust and the Senior Pari Passu Companion Loan Holders, in the best interest of, and for the benefit of, all the Trust Interest Owners Certificateholders and the Senior Pari Passu Companion Loan Holders, as a collective whole as if such Trust Interest Owners Certificateholders and such the Senior Pari Passu Companion Loan Holders constituted one lender (taking into account the subordinate nature of the Trust B Notes) (as determined by the Servicer or the Special Servicer, as applicable, in the exercise of its good faith and reasonable judgment), in accordance with applicable law (including the REMIC Provisions), the terms of this Agreement, the Mortgage Loan Documents, the Co-Lender Agreement and the Loan Documents and, to the extent consistent with the foregoing, the following standards (herein referred to as “Accepted Servicing Practices”): standards: (i) the higher of (a) in the same manner in which and with the same care, skill, prudence and diligence with which the Servicer or the Special Servicer, as applicable, services and administers similar loans and administers manages foreclosed or other similarly situated properties for third-party portfoliosthird parties, giving due consideration to customary and usual standards of practice of prudent institutional commercial mortgage loan servicers lenders in servicing mortgage loans and administering foreclosed propertiestheir own loans, and or (b) with the same care, skill, prudence and diligence with which the Servicer or the Special Servicer, as applicable, uses for loans that which it owns or for foreclosed or other similarly situated properties which it services owns and manages, in either case exercising reasonable business judgment, acting in accordance with applicable lawswhichever is higher; (ii) with a view to the timely collection of (a) all scheduled payments of principal and interest under the Mortgage Loan or, if the Mortgage Loan comes into and continues in default and if, in the reasonable judgment of the Special Servicer, if no satisfactory arrangements can be made for the collection of the delinquent payments, the maximization of the recovery on the Mortgage Loan to the Trust Interest Owners Certificateholders and the Senior Pari Passu Companion Loan Holders (as a collective whole whole, as if the Trust Interest Owners Certificateholders and the Senior Pari Passu Companion Loan Holders constituted a single lender) on a net present value basis and (b) the Borrower Reimbursable Trust Fund Expenses and, any other fees or expenses and any other amounts due under the Mortgage Loan; Loan and (iii) without regard to:

Servicer to Act as the Servicer; Special Servicer to Act as the Special Servicer. The Servicer (other than during the continuance of a Special Servicing Loan Event) and the Special Servicer, as Servicer (during the case may becontinuance of a Special Servicing Loan Event), each as an independent contractor, shall service and administer the Mortgage Whole Loan and any administer Foreclosed Property Properties solely on behalf of the Trust and the Companion Loan HoldersFund, in the best interest of, and for the benefit of, the Trust Interest Owners Certificateholders and the Companion Loan Holders, Holders as a collective whole as if such Trust Interest Owners Certificateholders and such Companion Loan Holders constituted one lender (taking into account that Note B is junior to the A Notes) (as determined by the Servicer or the Special Servicer, as applicable, in the exercise of its good faith and reasonable judgment), in accordance with applicable law (including the REMIC Provisions), the terms of this Agreement, the Mortgage Loan Documents, the Co-Lender Agreement and the Loan Documents and, to the extent consistent with the foregoing, the following standards (herein referred to as “Accepted Servicing Practices”): standards: (i) the higher of (a) in the same manner in which and with the same care, skill, prudence and diligence with which the Servicer or the Special Servicer, as applicable, services and administers similar loans and administers foreclosed or other similarly situated properties for other third-party portfolios, giving due consideration to customary and usual standards of practice of prudent institutional commercial mortgage loan servicers lenders in servicing mortgage their own loans and administering their own foreclosed properties, and or (b) with the same care, skill, prudence and diligence with which the Servicer or the Special Servicer, as applicable, uses for loans that which it owns or for foreclosed or other similarly situated properties it services owns and manages, in either case exercising reasonable business judgment, acting in accordance with applicable lawsadministers; (ii) with a view to the timely collection of (a) all scheduled payments of principal and interest under the Mortgage Whole Loan or, with respect to the Special Servicer, if the Mortgage Whole Loan comes into and continues in default and if, in the reasonable judgment of the Special Servicer, if no satisfactory arrangements can be made for the collection of the delinquent payments, the maximization of the recovery on the Mortgage Whole Loan to the Trust Interest Owners Certificateholders and the Companion Loan Holders (as a collective whole as if the Trust Interest Owners Certificateholders and the Companion Loan Holders constituted a single lender) (taking into account that Note B is junior to the A Notes) on a net present value basis and (b) the Loan Borrower Reimbursable Trust Fund Expenses and, any other fees or expenses and any other amounts due under the Mortgage Loan; Whole Loan and (iii) without regard to:

Servicer to Act as the Servicer; Special Servicer to Act as the Special Servicer. The Servicer and the Special Servicer, as the case may be, each as an independent contractor, shall service and administer the Mortgage Whole Loan and administer any Foreclosed Property solely on behalf of the Trust Fund and the Companion Loan Holders, in the best interest of, and for the benefit of, all the Trust Interest Owners Certificateholders and the Companion Loan Holders, as a collective whole as if such Trust Interest Owners Certificateholders and such the Companion Loan Holders constituted one lender (taking into account the relative subordination of the Trust A-B Notes) (as determined by the Servicer or the Special Servicer, as applicable, in the exercise of its good faith and reasonable judgment), in accordance with applicable law (including the REMIC Provisions), the terms of this Agreement, Agreement and the Mortgage terms of the Loan Documents, Documents and the Co-Lender Agreement and, to the extent consistent with the foregoing, the following standards (herein referred to as “Accepted Servicing Practices”): standards: (i) the higher of (a) in the same manner in which and with the same care, skill, prudence and diligence with which the Servicer or the Special Servicer, as applicable, services and administers similar loans and administers manages foreclosed or other similarly situated properties for third-party portfoliosthird parties, giving due consideration to customary and usual standards of practice of prudent institutional commercial mortgage loan servicers lenders in servicing mortgage loans and administering foreclosed propertiestheir own loans, and or (b) with the same care, skill, prudence and diligence with which the Servicer or the Special Servicer, as applicable, uses for loans that which it owns or for foreclosed or other similarly situated properties which it services owns and manages, in either case exercising reasonable business judgment, acting in accordance with applicable lawswhichever is higher; (ii) with a view to the timely collection of (a) all scheduled payments of principal and interest under the Mortgage Whole Loan or, if the Mortgage Whole Loan comes into and and, with respect to the Special Servicer only, continues in default and if, in the reasonable judgment of the Special Servicer, if no satisfactory arrangements can be made for the collection of the delinquent payments, the maximization of the recovery on the Mortgage Whole Loan to the Trust Interest Owners Certificateholders and the Companion Loan Holders (as a collective whole whole, as if the Trust Interest Owners Certificateholders and the Companion Loan Holders constituted a single lenderlender)(taking into consideration the relative subordination of the Trust A-B Notes) on a net present value basis and (b) the Borrower Reimbursable payment of Trust Fund Expenses and, any other fees that are reimbursable or expenses and any other amounts due payable by the Borrower under the Mortgage Loan; Loan Agreement and (iii) without regard to:

Servicer to Act as the Servicer; Special Servicer to Act as the Special Servicer. The Servicer and the Special Servicer, as the case may be, each as an independent contractor, shall service and administer the Mortgage Whole Loan and administer any Foreclosed Property solely on behalf of the Trust Fund and the Companion Loan Holders, in the best interest of, and for the benefit of, all the Trust Interest Owners Certificateholders and the Companion Loan Holders, as a collective whole as if such Trust Interest Owners Certificateholders and such the Companion Loan Holders constituted one lender (taking into account the relative subordination of the Trust B Notes) (as determined by the Servicer or the Special Servicer, as applicable, in the exercise of its good faith and reasonable judgment), in accordance with applicable law (including the REMIC Provisions), the terms of this Agreement, Agreement and the Mortgage terms of the Loan Documents, Documents and the Co-Lender Agreement and, to the extent consistent with the foregoing, the following standards (herein referred to as “Accepted Servicing Practices”): standards: (i) the higher of (a) in the same manner in which and with the same care, skill, prudence and diligence with which the Servicer or the Special Servicer, as applicable, services and administers similar loans and administers manages foreclosed or other similarly situated properties for third-party portfoliosthird parties, giving due consideration to customary and usual standards of practice of prudent institutional commercial mortgage loan servicers lenders in servicing mortgage loans and administering foreclosed propertiestheir own loans, and or (b) with the same care, skill, prudence and diligence with which the Servicer or the Special Servicer, as applicable, uses for loans that which it owns or for foreclosed or other similarly situated properties which it services owns and manages, in either case exercising reasonable business judgment, acting in accordance with applicable lawswhichever is higher; (ii) with a view to the timely collection of (a) all scheduled payments of principal and interest under the Mortgage Whole Loan or, if the Mortgage Whole Loan comes into and and, with respect to the Special Servicer only, continues in default and if, in the reasonable judgment of the Special Servicer, if no satisfactory arrangements can be made for the collection of the delinquent payments, the maximization of the recovery on the Mortgage Whole Loan to the Trust Interest Owners Certificateholders and the Companion Loan Holders (as a collective whole whole, as if the Trust Interest Owners Certificateholders and the Companion Loan Holders constituted a single lenderlender)(taking into consideration the relative subordination of the Trust B Notes) on a net present value basis and (b) the Borrower Reimbursable Trust Fund Expenses and, any other fees or expenses and any other amounts due under the Mortgage Loan; Whole Loan and (iii) without regard to:

Servicer to Act as the Servicer; Special Servicer to Act as the Special Servicer. The Servicer and the Special Servicer, as the case may be, each as an independent contractor, shall service and administer the Mortgage Loan and administer any Foreclosed Property solely on behalf of the Trust and the Senior Pari Passu Companion Loan Holders, in the best interest of, and for the benefit of, all the Trust Interest Owners Certificateholders and the Senior Pari Passu Companion Loan Holders, as a collective whole as if such Trust Interest Owners Certificateholders and such the Senior Pari Passu Companion Loan Holders constituted one lender (taking into account the subordinate nature of the Trust B Notes) (as determined by the Servicer or the Special Servicer, as applicable, in the exercise of its good faith and reasonable judgment), in accordance with applicable law (including the REMIC Provisions), the terms of this Agreement, the Mortgage Loan Documents, the Co-Lender Agreement and the Loan Documents and, to the extent consistent with the foregoing, the following standards (herein referred to as “Accepted Servicing Practices”): standards: (i) the higher of (a) in the same manner in which and with the same care, skill, prudence and diligence with which the Servicer or the Special Servicer, as applicable, services and administers similar loans and administers manages foreclosed or other similarly situated properties for third-party portfoliosthird parties, giving due consideration to customary and usual standards of practice of prudent institutional commercial mortgage loan servicers lenders in servicing mortgage loans and administering foreclosed propertiestheir own loans, and or (b) with the same care, skill, prudence and diligence with which the Servicer or the Special Servicer, as applicable, uses for loans that which it owns or for foreclosed or other similarly situated properties which it services owns and manages, in either case exercising reasonable business judgment, acting in accordance with applicable lawswhichever is higher; (ii) with a view to the timely collection of (a) all scheduled payments of principal and interest under the Mortgage Loan or, if the Mortgage Loan comes into and continues in default and if, in the reasonable judgment of the Special Servicer, if no satisfactory arrangements can be made for the collection of the delinquent payments, the maximization of the recovery on the Mortgage Loan to the Trust Interest Owners Certificateholders and the Senior Pari Passu Companion Loan Holders (as a collective whole whole, as if the Trust Interest Owners Certificateholders and the Senior Pari Passu Companion Loan Holders constituted a single lender) on a net present value basis and (b) the Borrower Reimbursable Trust Fund Expenses and, any other fees or expenses and any other amounts due under the Mortgage Loan; Loan and (iii) without regard to:

Servicer to Act as the Servicer; Special Servicer to Act as the Special Servicer. The Servicer and the Special Servicer, as the case may be, each as an independent contractor, shall service and administer the Mortgage Whole Loan and administer any Foreclosed Property solely on behalf of the Trust Fund and the Companion Loan Holders, in the best interest of, and for the benefit of, all the Trust Interest Owners Certificateholders and the Companion Loan Holders, as a collective whole as if such Trust Interest Owners Certificateholders and such the Companion Loan Holders constituted one lender (taking into account the relative subordination of the Trust A-B Note and the Non-Trust B Notes) (as determined by the Servicer or the Special Servicer, as applicable, in the exercise of its good faith and reasonable judgment), in accordance with applicable law (including the REMIC Provisions), the terms of this Agreement, Agreement and the Mortgage terms of the Loan Documents, Documents and the Co-Lender Agreement and, to the extent consistent with the foregoing, the following standards (herein referred to as “Accepted Servicing Practices”): standards: (i) the higher of (a) in the same manner in which and with the same care, skill, prudence and diligence with which the Servicer or the Special Servicer, as applicable, services and administers similar loans and administers manages foreclosed or other similarly situated properties for third-party portfoliosthird parties, giving due consideration to customary and usual standards of practice of prudent institutional commercial mortgage loan servicers lenders in servicing mortgage loans and administering foreclosed propertiestheir own loans, and or (b) with the same care, skill, prudence and diligence with which the Servicer or the Special Servicer, as applicable, uses for loans that which it owns or for foreclosed or other similarly situated properties which it services owns and manages, in either case exercising reasonable business judgment, acting in accordance with applicable lawswhichever is higher; (ii) with a view to the timely collection of (a) all scheduled payments of principal and interest under the Mortgage Whole Loan or, if the Mortgage Whole Loan comes into and and, with respect to the Special Servicer only, continues in default and if, in the reasonable judgment of the Special Servicer, if no satisfactory arrangements can be made for the collection of the delinquent payments, the maximization of the recovery on the Mortgage Whole Loan to the Trust Interest Owners Certificateholders and the Companion Loan Holders (as a collective whole whole, as if the Trust Interest Owners Certificateholders and the Companion Loan Holders constituted a single lenderlender)(taking into consideration the relative subordination of the Trust A-B Note and the Non-Trust B Note) on a net present value basis and (b) the Borrower Reimbursable Trust Fund Expenses and, any other fees or expenses and any other amounts due under the Mortgage Loan; Whole Loan and (iii) without regard to:

Servicer to Act as the Servicer; Special Servicer to Act as the Special Servicer. The Servicer and the Special Servicer, as the case may be, each as an independent contractor, shall service and administer the Mortgage Whole Loan and administer any Foreclosed Property solely on behalf of the Trust Fund and the Companion Loan Holders, in the best interest of, and for the benefit of, all the Trust Interest Owners Certificateholders and the Companion Loan Holders, as a collective whole as if such Trust Interest Owners Certificateholders and such the Companion Loan Holders constituted one lender (taking into account the relative subordination of the Trust A-B Note and the Non-Trust B Notes) (as determined by the Servicer or the Special Servicer, as applicable, in the exercise of its good faith and reasonable judgment), in accordance with applicable law (including the REMIC Provisions), the terms of this Agreement, Agreement and the Mortgage terms of the Loan Documents, Documents and the Co-Lender Agreement and, to the extent consistent with the foregoing, the following standards (herein referred to as “Accepted Servicing Practices”): standards: (i) the higher of (a) in the same manner in which and with the same care, skill, prudence and diligence with which the Servicer or the Special Servicer, as applicable, services and administers similar loans and administers manages foreclosed or other similarly situated properties for third-party portfoliosthird parties, giving due consideration to customary and usual standards of practice of prudent institutional commercial mortgage loan servicers lenders in servicing mortgage loans and administering foreclosed propertiestheir own loans, and or (b) with the same care, skill, prudence and diligence with which the Servicer or the Special Servicer, as applicable, uses for loans that which it owns or for foreclosed or other similarly situated properties which it services owns and manages, in either case exercising reasonable business judgment, acting in accordance with applicable lawswhichever is higher; (ii) with a view to the timely collection of (a) all scheduled payments of principal and interest under the Mortgage Whole Loan or, if the Mortgage Whole Loan comes into and and, with respect to the Special Servicer only, continues in default and if, in the reasonable judgment of the Special Servicer, if no satisfactory arrangements can be made for the collection of the delinquent payments, the maximization of the recovery on the Mortgage Whole Loan to the Trust Interest Owners Certificateholders and the Companion Loan Holders (as a collective whole whole, as if the Trust Interest Owners Certificateholders and the Companion Loan Holders constituted a single lenderlender)(taking into consideration the relative subordination of the Trust A-B Note and the Non-Trust B Notes) on a net present value basis and (b) the Borrower Reimbursable Trust Fund Expenses and, any other fees or expenses and any other amounts due under the Mortgage Loan; Whole Loan and (iii) without regard to:

Servicer to Act as the Servicer; Special Servicer to Act as the Special Servicer. The Servicer (other than during the continuance of a Special Servicing Loan Event) and the Special Servicer, as Servicer (during the case may becontinuance of a Special Servicing Loan Event), each as an independent contractor, shall service and administer the Mortgage Whole Loan and any administer Foreclosed Property solely on behalf of the Trust and the Companion Loan HoldersFund, in the best interest of, and for the benefit of, the Trust Interest Owners Certificateholders and the Companion Loan Holders, Holders as a collective whole as if such Trust Interest Owners Certificateholders and such Companion Loan Holders constituted one lender (taking into account that the B Notes are junior to the A Notes) (as determined by the Servicer or the Special Servicer, as applicable, in the exercise of its good faith and reasonable judgment), in accordance with applicable law (including the REMIC Provisions), the terms of this Agreement, the Mortgage Loan Documents, the Co-Lender Agreement and the Loan Documents and, to the extent consistent with the foregoing, the following standards (herein referred to as “Accepted Servicing Practices”): standards: (i) the higher of (a) in the same manner in which and with the same care, skill, prudence and diligence with which the Servicer or the Special Servicer, as applicable, services and administers similar loans and administers foreclosed or other similarly situated properties for other third-party portfolios, giving due consideration to customary and usual standards of practice of prudent institutional commercial mortgage loan servicers lenders in servicing mortgage their own loans and administering their own foreclosed properties, and or (b) with the same care, skill, prudence and diligence with which the Servicer or the Special Servicer, as applicable, uses for loans that which it owns or for foreclosed or other similarly situated properties it services owns and manages, in either case exercising reasonable business judgment, acting in accordance with applicable lawsadministers; (ii) with a view to the timely collection of (a) all scheduled payments of principal and interest under the Mortgage Whole Loan or, with respect to the Special Servicer, if the Mortgage Whole Loan comes into and continues in default and if, in the reasonable judgment of the Special Servicer, if no satisfactory arrangements can be made for the collection of the delinquent payments, the maximization of the recovery on the Mortgage Whole Loan to the Trust Interest Owners Certificateholders and the Companion Loan Holders (as a collective whole as if the Trust Interest Owners Certificateholders and the Companion Loan Holders constituted a single lender) (taking into account that the B Notes are junior to the A Notes) on a net present value basis and (b) the Loan Borrower Reimbursable Trust Fund Expenses and, any other fees or expenses and any other amounts due under the Mortgage Loan; Whole Loan and (iii) without regard to:

Servicer to Act as the Servicer; Special Servicer to Act as the Special Servicer. The Servicer and the Special Servicer, as the case may be, each as an independent contractor, shall service and administer the Mortgage Whole Loan and administer any Foreclosed Property solely on behalf of the Trust Fund and the any Companion Loan Holders, in the best interest of, and for the benefit of, all the Trust Interest Owners Certificateholders and the any Companion Loan Holders, as a collective whole as if such Trust Interest Owners Certificateholders and such any Companion Loan Holders constituted one lender (taking into account the relative subordination of the Trust B Note) (as determined by the Servicer or the Special Servicer, as applicable, in the exercise of its good faith and reasonable judgment), in accordance with applicable law (including the REMIC Provisions), the terms of this Agreement, Agreement and the Mortgage terms of the Loan Documents, Documents and the Co-Lender Agreement Between Note Holders and, to the extent consistent with the foregoing, the following standards (herein referred to as “Accepted Servicing Practices”): standards: (i) the higher of (a) in the same manner in which and with the same care, skill, prudence and diligence with which the Servicer or the Special Servicer, as applicable, services and administers similar loans and administers manages foreclosed or other similarly situated properties for third-party portfoliosthird parties, giving due consideration to customary and usual standards of practice of prudent institutional commercial mortgage loan servicers lenders in servicing mortgage loans and administering foreclosed propertiestheir own loans, and or (b) with the same care, skill, prudence and diligence with which the Servicer or the Special Servicer, as applicable, uses for loans that which it owns or for foreclosed or other similarly situated properties which it services owns and manages, in either case exercising reasonable business judgment, acting in accordance with applicable lawswhichever is higher; (ii) with a view to the timely collection of (a) all scheduled payments of principal and interest under the Mortgage Whole Loan or, if the Mortgage Whole Loan comes into and and, with respect to the Special Servicer only, continues in default and if, in the reasonable judgment of the Special Servicer, if no satisfactory arrangements can be made for the collection of the delinquent payments, the maximization of the recovery on the Mortgage Whole Loan to the Trust Interest Owners Certificateholders and the any Companion Loan Holders (as a collective whole whole, as if the Trust Interest Owners Certificateholders and the any Companion Loan Holders constituted a single lenderlender)(taking into consideration the relative subordination of the Trust B Note) on a net present value basis and (b) the Borrower Reimbursable Trust Fund Expenses and, any other fees or expenses and any other amounts due under the Mortgage Loan; Whole Loan and (iii) without regard to:

Servicer to Act as the Servicer; Special Servicer to Act as the Special Servicer. The Servicer and the Special Servicer, as the case may be, each as an independent contractor, shall service and administer the Mortgage Whole Loan and administer any Foreclosed Property solely on behalf of the Trust Fund and the Companion Loan Holders, in the best interest of, and for the benefit of, all the Trust Interest Owners Certificateholders and the Companion Loan Holders, as a collective whole as if such Trust Interest Owners Certificateholders and such the Companion Loan Holders constituted one lender (taking into account the relative subordination of the Trust B Note) (as determined by the Servicer or the Special Servicer, as applicable, in the exercise of its good faith and reasonable judgment), in accordance with applicable law (including the REMIC Provisions), the terms of this Agreement, Agreement and the Mortgage terms of the Loan Documents, Documents and the Co-Lender Agreement and, to the extent consistent with the foregoing, the following standards (herein referred to as “Accepted Servicing Practices”): standards: (i) the higher of (a) in the same manner in which and with the same care, skill, prudence and diligence with which the Servicer or the Special Servicer, as applicable, services and administers similar loans and administers manages foreclosed or other similarly situated properties for third-party portfoliosthird parties, giving due consideration to customary and usual standards of practice of prudent institutional commercial mortgage loan servicers lenders in servicing mortgage loans and administering foreclosed propertiestheir own loans, and or (b) with the same care, skill, prudence and diligence with which the Servicer or the Special Servicer, as applicable, uses for loans that which it owns or for foreclosed or other similarly situated properties which it services owns and manages, in either case exercising reasonable business judgment, acting in accordance with applicable lawswhichever is higher; (ii) with a view to the timely collection of (a) all scheduled payments of principal and interest under the Mortgage Whole Loan or, if the Mortgage Whole Loan comes into and and, with respect to the Special Servicer only, continues in default and if, in the reasonable judgment of the Special Servicer, if no satisfactory arrangements can be made for the collection of the delinquent payments, the maximization of the recovery on the Mortgage Whole Loan to the Trust Interest Owners Certificateholders and the Companion Loan Holders (as a collective whole whole, as if the Trust Interest Owners Certificateholders and the Companion Loan Holders constituted a single lenderlender)(taking into consideration the relative subordination of the Trust B Note) on a net present value basis and (b) the Borrower Reimbursable Trust Fund Expenses and, any other fees or expenses and any other amounts due under the Mortgage Loan; Whole Loan and (iii) without regard to:

Servicer to Act as the Servicer; Special Servicer to Act as the Special Servicer. The Servicer and the Special Servicer, as the case may be, each as an independent contractor, shall service and administer the Mortgage Whole Loan and administer any Foreclosed REO Property solely on behalf of the Trust Fund and the Companion Loan HoldersTrustee, in the best interest of, and for the benefit of, all the Trust Interest Owners Certificateholders and the Companion Loan Holders, as a collective whole as if such Trust Interest Owners Certificateholders and such Companion Loan Holders constituted one lender (as determined by the Servicer or the Special Servicer, as applicable, in the exercise of its good faith and reasonable judgment), in accordance with applicable law (including the REMIC Provisions), the terms of this Agreement, the Mortgage Loan Documents, Documents and the Co-Lender Agreement and, to the extent consistent with the foregoing, the following standards (herein referred to as “Accepted Servicing Practices”): standards: (i) the higher of (a) in the same manner in which and with the same care, skill, prudence and diligence with which the Servicer or the Special Servicer, as applicable, services and administers similar loans and administers manages foreclosed or other similarly situated properties for third-party portfoliosthird parties, giving due consideration to customary and usual standards of practice of prudent institutional commercial mortgage loan servicers lenders in servicing mortgage loans and administering foreclosed propertiestheir own loans, and or (b) with the same care, skill, prudence and diligence with which the Servicer or the Special Servicer, as applicable, uses for loans that which it owns or for foreclosed or other similarly situated properties which it services owns and manages, in either case exercising reasonable business judgment, acting in accordance with applicable lawswhichever is higher; (ii) with a view to the timely collection of (a) all scheduled payments of principal and interest under the Mortgage Whole Loan or, if the Mortgage Whole Loan comes into and continues in default and if, in the reasonable judgment of the Special Servicer, if no satisfactory arrangements can be made for the collection of the delinquent payments, the maximization of the recovery on the Mortgage Whole Loan to the Trust Interest Owners Certificateholders and the Companion Loan Holders (as a collective whole whole, as if the Trust Interest Owners Certificateholders and the Companion Loan Holders constituted a single lender) on a net present value basis and (b) the Borrower Reimbursable Trust Fund Expenses and, any other fees or expenses and any other amounts due under the Mortgage Loan; Whole Loan and (iii) without regard to:

Servicer to Act as the Servicer; Special Servicer to Act as the Special Servicer. The Servicer and the Special Servicer, as the case may be, each as an independent contractor, shall service and administer the Mortgage Loan and any Foreclosed Property solely on behalf of the Trust and the Companion Loan Holders, in the best interest of, and for the benefit of, the Trust Interest Owners Certificateholders and the Companion Loan Holders, Holders as a collective whole as if such Trust Interest Owners Certificateholders and such Companion Loan Holders constituted one lender (as determined by the Servicer or the Special Servicer, as applicable, in the exercise of its good faith and reasonable judgmentjudgment and taking into account the subordinate nature of the Junior Trust Note), in accordance with applicable law (including the REMIC Provisions), the terms of this Agreement, the Mortgage Loan Documents, the Co-Lender Agreement, the Mezzanine Intercreditor Agreement and, to the extent consistent with the foregoing, the following standards (herein referred to as “Accepted Servicing Practices”): (i) the higher of (a) in the same manner in which and with the same care, skill, prudence and diligence with which the Servicer or the Special Servicer, as applicable, services and administers similar loans and administers foreclosed or other similarly situated properties for third-party portfolios, giving due consideration to customary and usual standards of practice of prudent institutional commercial mortgage loan servicers in servicing mortgage loans and administering foreclosed properties, and (b) with the same care, skill, prudence and diligence with which the Servicer or the Special Servicer, as applicable, uses for loans that it owns or for foreclosed or other similarly situated properties it services and manages, in either case exercising reasonable business judgment, acting in accordance with applicable laws; (ii) with a view to the timely collection of (a) all scheduled payments of principal and interest under the Mortgage Loan or, if the Mortgage Loan comes into and continues in default and if, in the reasonable judgment of the Special Servicer, no satisfactory arrangements can be made for the collection of the delinquent payments, the maximization of the recovery on the Mortgage Loan to the Trust Interest Owners Certificateholders and the Companion Loan Holders (as a collective whole as if the Trust Interest Owners Certificateholders and the such Companion Loan Holders constituted a single lenderlender and taking into account the subordinate nature of the Junior Trust Note) on a net present value basis and (b) the Borrower Reimbursable Trust Fund Expenses and, any other fees or expenses and any other amounts due under the Mortgage Loan; and (iii) without regard to:

Servicer to Act as the Servicer; Special Servicer to Act as the Special Servicer. The Servicer and the Special Servicer, as the case may be, each as an independent contractor, shall service and administer the Mortgage Whole Loan and administer any Foreclosed Property solely on behalf of the Trust Fund and the Companion Loan HoldersTrustee, in the best interest of, and for the benefit of, all the Trust Interest Owners Certificateholders and the Companion Loan HoldersHolder, as a collective whole as if such Trust Interest Owners Certificateholders and such Companion Loan Holders Holder constituted one lender (as determined by the Servicer or the Special Servicer, as applicable, in the exercise of its good faith and reasonable judgment), in accordance with applicable law (including the REMIC Provisions), the terms of this Agreement, the Mortgage Loan Documents, Documents and the Co-Lender Agreement and, to the extent consistent with the foregoing, the following standards (herein referred to as “Accepted Servicing Practices”): standards: (i) the higher of (a) in the same manner in which and with the same care, skill, prudence and diligence with which the Servicer or the Special Servicer, as applicable, services and administers similar loans and administers manages foreclosed or other similarly situated properties for third-party portfoliosthird parties, giving due consideration to customary and usual standards of practice of prudent institutional commercial mortgage loan servicers lenders in servicing mortgage loans and administering foreclosed propertiestheir own loans, and or (b) with the same care, skill, prudence and diligence with which the Servicer or the Special Servicer, as applicable, uses for loans that which it owns or for foreclosed or other similarly situated properties which it services owns and manages, in either case exercising reasonable business judgment, acting in accordance with applicable lawswhichever is higher; (ii) with a view to the timely collection of (a) all scheduled payments of principal and interest under the Mortgage Whole Loan or, if the Mortgage Whole Loan comes into and continues in default and if, in the reasonable judgment of the Special Servicer, if no satisfactory arrangements can be made for the collection of the delinquent payments, the maximization of the recovery on the Mortgage Whole Loan to the Trust Interest Owners Certificateholders and the Companion Loan Holders Holder (as a collective whole whole, as if the Trust Interest Owners Certificateholders and the Companion Loan Holders Holder constituted a single lender) on a net present value basis and (b) the Borrower Reimbursable Trust Fund Expenses and, any other fees or expenses and any other amounts due under the Mortgage Loan; Whole Loan and (iii) without regard to:

Servicer to Act as the Servicer; Special Servicer to Act as the Special Servicer. The Servicer (other than during the continuance of a Special Servicing Loan Event) and the Special Servicer, as Servicer (during the case may becontinuance of a Special Servicing Loan Event), each as an independent contractor, shall service and administer the Mortgage Loan and any administer Foreclosed Property solely on behalf of the Trust and the Companion Loan HoldersFund, in the best interest of, and for the benefit of, the Trust Interest Owners Certificateholders and the Companion Loan Holders, Holders as a collective whole as if such Trust Interest Owners Certificateholders and such the Companion Loan Holders constituted one lender (taking into account the subordinate nature of the B-Note) (as determined by the Servicer or the Special Servicer, as applicable, in the exercise of its good faith and reasonable judgment), in accordance with applicable law (including the REMIC Provisions), the terms of this Agreement, the Mortgage Loan Documents, the Co-Lender Agreement and the Loan Documents and the Intercreditor Agreement and, to the extent consistent with the foregoing, the following standards (herein referred to as “Accepted Servicing Practices”): standards: (i) the higher of (a) in the same manner in which and with the same care, skill, prudence and diligence with which the Servicer or the Special Servicer, as applicable, services and administers similar loans and administers foreclosed or other similarly situated properties for other third-party portfolios, giving due consideration to customary and usual standards of practice of prudent institutional commercial mortgage loan servicers lenders in servicing mortgage their own loans and administering their own foreclosed properties, and or (b) with the same care, skill, prudence and diligence with which the Servicer or the Special Servicer, as applicable, uses for loans that which it owns or for foreclosed or other similarly situated properties it services owns and manages, in either case exercising reasonable business judgment, acting in accordance with applicable lawsadministers; (ii) with a view to the timely collection of (a) all scheduled payments of principal and interest under the Mortgage Loan or, with respect to the Special Servicer, if the Mortgage Loan comes into and continues in default and if, in the reasonable judgment of the Special Servicer, if no satisfactory arrangements can be made for the collection of the delinquent payments, the maximization of the recovery on the Mortgage Loan to the Trust Interest Owners Certificateholders and the Companion Loan Holders (as a collective whole as if the Trust Interest Owners Certificateholders and the Companion Loan Holders constituted a single lender) (taking into account the subordinate nature of the B-Note) on a net present value basis and (b) the Loan Borrower Reimbursable Trust Fund Expenses and, any other fees or expenses and any other amounts due under the Mortgage Loan; Loan and (iii) without regard to:

Servicer to Act as the Servicer; Special Servicer to Act as the Special Servicer. The Except as provided in Section 2.8(c), the Servicer and the Special Servicer, as the case may be, each as an independent contractor, shall service and administer the Mortgage Whole Loan and any administer Foreclosed Property solely on behalf of the Trust and the Companion Loan HoldersTrust, in the best interest of, and for the benefit of, all the Trust Interest Owners Certificateholders and the Companion Loan Holders, as a collective whole as if such Trust Interest Owners Certificateholders and such Companion Loan Holders constituted one lender (as determined by the Servicer or the Special Servicer, as applicable, in the exercise of its good faith and reasonable judgment), in accordance with applicable law (including the REMIC Provisions), the terms of this Agreement, the Mortgage Loan Documents, Documents and the Co-Lender Agreement and, to the extent consistent with the foregoing, the following standards (herein referred to as “Accepted Servicing Practices”): standards: (i) the higher of (a) in the same manner in which and with the same care, skill, prudence and diligence with which the Servicer or the Special Servicer, as applicable, services and administers similar loans and administers foreclosed or other similarly situated properties for other third-party portfolios, giving due consideration to customary and usual standards of practice of prudent institutional commercial mortgage loan servicers lenders in servicing mortgage their own loans and administering their own foreclosed properties, and or (b) with the same care, skill, prudence and diligence with which the Servicer or the Special Servicer, as applicable, uses for loans that which it owns or for foreclosed or other similarly situated properties it services owns and manages, in either case exercising reasonable business judgment, acting in accordance with applicable lawsadministers; (ii) with a view to the timely collection of (a) all scheduled payments of principal and interest under the Mortgage Whole Loan or, if the Mortgage Whole Loan comes into and continues in default and if, in the reasonable judgment of the Special Servicer, if no satisfactory arrangements can be made for the collection of the delinquent payments, the maximization of the recovery on the Mortgage Whole Loan to the Trust Interest Owners Certificateholders and the Companion Loan Holders (as a collective whole as if the Trust Interest Owners Certificateholders and the Companion Loan Holders constituted a single lender) on a net present value basis and (b) the Borrower Reimbursable Trust Fund Expenses and, any other fees or expenses and any other amounts due under the Mortgage Loan; Whole Loan and (iii) without regard to: