Common use of Servicer Clause in Contracts

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

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

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

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

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

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

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

Servicer. (a) At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, servicer and trustee, together with its agents, nominees designees or designeesnominees, are collectively referred to as collectively, “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to the Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or and/or other agreement providing for the servicing of one (1) or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitationIn addition, Borrower shall promptly reimburse Lender on demand for pay (ai) interest payable on advances made by any fees and expenses of Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account of Basic Carrying Costsattorneys’ fees and disbursements), (b) all costs which fees and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees payable by Lender to Servicer which expenses may be due and payable under the Servicing Agreement (whether on a periodic or a continuing basis) as a result basis in accordance with the Servicing Agreement, in connection with any release of an Event the Property, any prepayment, defeasance, assumption, amendment or modification of Default under the Loan, the Loan becoming specially servicedany documents or other matters requested by Borrower or any Guarantor, the commencement special servicing or continuance workout of any enforcement action of any kind with respect to the Loan or any enforcement of the Loan Documents, a refinancing including, without limitation, any liquidation fees that may be due to Servicer under the Servicing Agreement in connection with the exercise of any or a restructuring of the credit arrangements provided all remedies permitted under this Agreement in and (ii) the nature costs of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (c) all costs and expenses of any Property property inspections and/or appraisals of the Property (or any updates to any existing inspection or appraisal) required under the Servicing Agreement or that a Servicer or may otherwise require under the trustee may be Servicing Agreement (other than the cost of regular annual inspections required to obtain (but not more than one appraisal in any twelve months unless an Event be borne by Servicer under the Servicing Agreement). Without limiting the generality of Default exists)the foregoing, and (d) all Servicer shall be entitled to reimbursement of costs and expenses relating as and to or arising from any special requests made by Borrower or Guarantor during the term same extent (but without duplication) as Lender is entitled thereto pursuant to the terms of the Loan including, without limitation, in connection with a prepayment, defeasance, assumption or modification of the LoanDocuments.

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

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

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

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

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

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

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

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

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

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

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

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

Servicer. (a) At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, servicer and trustee, together with its agents, nominees designees or designeesnominees, are collectively referred to as collectively, “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to the Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or and/or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitation, Borrower shall promptly reimburse Lender on demand for pay (ai) interest payable on advances made by any fees and expenses of Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account attorneys' fees and disbursements) in connection with any release of Basic Carrying Costs), (b) all costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees payable by Lender to Servicer which may be due and payable under the Servicing Agreement (whether on a periodic Property or a continuing basis) as a result portion thereof, any prepayment, defeasance, transfer, assumption, amendment or modification of an Event of Default under the Loan, the Loan becoming specially servicedany documents or other matters requested by Borrower or any Guarantor, the commencement any special servicing or continuance workout of any enforcement action of any kind with respect to the Loan or any enforcement of the Loan Documents, a refinancing including, without limitation, any advances made by Servicer and interest on such advances, any liquidation fees in connection with the exercise of any or a restructuring of the credit arrangements provided all remedies permitted under this Agreement in and (ii) the nature costs of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (c) all costs and expenses of any Property property inspections and/or appraisals of the Property (or any updates to any existing inspection or appraisal) that a Servicer or the trustee may be required to obtain (but other than the cost of regular annual inspections required to be borne by Servicer under the Servicing Agreement); provided, however, that Borrower shall not more than one appraisal in be responsible for payment of any twelve months unless an Event of Default exists)fees or expenses required to be borne by, and (d) all not reimbursable to, Servicer. Without limiting the generality of the foregoing, Servicer shall be entitled to reimbursement of costs and expenses relating as and to or arising from any special requests made by Borrower or Guarantor during the term same extent (but without duplication) as Lender is entitled thereto pursuant to the terms of the Loan including, without limitation, in connection with a prepayment, defeasance, assumption or modification of the Loan.Documents. 106

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

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

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

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

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

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

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

Servicer. At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to Servicer pursuant to a pooling and servicing agreement, trust and servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans the Loan (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitation, Borrower shall promptly reimburse Lender on demand not be responsible for (a) any set up fees or other initial costs relating to, or arising out of, the Servicing Agreement or (b) regular monthly master servicing fees or trustee fees under the Servicing Agreement, or (c) any fees or expenses required to be borne by, and not reimbursable to, Servicer. Notwithstanding the foregoing, Borrower shall be responsible for (A) (i) the interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent charges are due pursuant to Section ‎2.5(d) and 2.6(c) and interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same), and (ii) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account payments of Basic Carrying CostsTaxes and Insurance Premiums and Other Charges), ; (bB) all the following costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees expenses payable by Lender to Servicer which may be due and payable under the Servicing Agreement (whether on a periodic or a continuing basis) as a result of the occurrence and continuance of an Event of Default under the LoanDefault, the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any of the Loan Documentsan enforcement, a refinancing or a restructuring of the credit arrangements provided under this Agreement and the other Loan Documents in the nature of a “work-out” or of any insolvency or bankruptcy proceeding of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, : (ci) all actual reasonable out-of-pocket costs and expenses paid by Servicer, (ii) special servicing fees, trustee fees, operating advisor fees or similar fees that are due and payable by Lender to Servicer under the Servicing Agreement, which fees may be due and payable under the Servicing Agreement on a periodic or continuing basis, (iii) liquidation fees that are due and payable to Servicer under the Servicing Agreement in connection with the exercise of any Property or all remedies permitted under this Agreement, and (iv) workout fees that are due and payable to Servicer under the Servicing Agreement, which fees may be due and payable under the Servicing Agreement on a periodic or continuing basis; (C) during the occurrence and the continuance of an Event of Default or as otherwise expressly provided in this Agreement, the costs of all property inspections and/or appraisals of the Property (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more other than one appraisal in any twelve months unless an Event the cost of Default existsregular annual inspections required to be borne by Servicer under the Servicing Agreement), ; and (dD) all costs in connection with any consents, approvals and expenses relating to or arising from any special requests made by Borrower or Guarantor to Servicer during the term of the Loan includingLoan, without limitationcustomary actual out-of-pocket reasonable costs and expenses and customary and reasonable servicing fees charged in similar loans for similar requests. Notwithstanding the foregoing, in connection with a prepayment, defeasance, assumption or modification no event shall (a) annual special servicing fees exceed 0.25% of the then outstanding principal balance of the Loan, (b) workout fees shall not exceed 0.75% of each collection of interest (other than default interest) and principal collections of the Loan, and (c) liquidation fees shall not exceed the amount, if any, by which 0.75% of liquidation proceeds exceeds the amount previously paid in respect of workout fees).

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

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

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

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

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

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

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

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

Servicer. (a) At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, servicer and trustee, together with its agents, nominees or designees, are collectively referred to herein as “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or and/or other agreement providing for the servicing of one (1) or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Borrower and Operating Lessee shall be responsible for (i) any reasonable set-up fees or any other initial costs and expenses relating to or arising under the Servicing Agreement and (ii) any fees and expenses of Servicer (including, without limitation, attorneys’ fees and disbursements) in connection with any release of the Property, any prepayment, assumption, amendment or modification of the Loan, any documents or matters requested by Borrower, special servicing or work-out of the Loan or enforcement of the Loan Documents; provided, however, that Borrower and Operating Lessee shall not be responsible for payment of scheduled monthly servicing fees due to Servicer under the Servicing Agreement. Without limitationlimiting the generality of the foregoing, Servicer shall be entitled to reimbursement of costs and expenses as and to the same extent (but without duplication) as Lender is entitled thereto under this Agreement and the other Loan Documents. In addition, notwithstanding anything in this Agreement to the contrary, Borrower shall promptly reimburse Lender on demand for (aA) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same), (B) or expenses paid or advanced by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, payments of Taxes and Insurance Premiums) or the enforcement of the Lender’s rights under the Loan Documents, together with any interest payable on account of Basic Carrying Costs)advances made by the Servicer in connection therewith, (bC) the following costs and expenses payable by Lender to Servicer as a result of an Event of Default or the Loan becoming specially serviced under the Servicing Agreement: (i) all costs liquidation fees that are due and expensespayable to Servicer under the Servicing Agreement in connection with the exercise of any and all remedies permitted under this Agreement, liquidation fees, (ii) all workout fees, special servicing fees, operating advisor fees or any and other similar fees that are due and payable by Lender to Servicer under the Servicing Agreement, which fees may be due and payable under the Servicing Agreement (whether on a periodic or a continuing basis, and (iii) as a result the costs of an Event of Default under the Loan, the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any of the Loan Documents, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (c) all costs and expenses of any Property property inspections and/or appraisals of the Property (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more other than one appraisal in any twelve months unless an Event the cost of Default existsregular annual inspections required to be borne by Servicer under the Servicing Agreement), and (dD) all reasonable costs and expenses relating payable by Lender to or arising from Servicer as a result of any special requests made by Borrower or Guarantor during the term of the Loan Loan, including, without limitation, in connection with a prepayment, defeasance, assumption or modification of the Loan.

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

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

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

Servicer. At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitationBorrower shall be responsible for any reasonable set up fees or any other reasonable initial costs relating to or arising under the Servicing Agreement, but Borrower shall not be responsible for payment of the regular monthly master servicing fee or trustee fee due to Servicer under the Servicing Agreement or any fees or expenses required to be borne by, and not reimbursable to, Servicer. Notwithstanding the foregoing, Borrower shall promptly reimburse Lender on demand for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account of Basic Carrying Costs)Property, (b) all costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees payable by Lender to Servicer which may be due and payable under the Servicing Agreement (whether on a periodic or a continuing basis) as a result of an Event of Default under the Loan, the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to Loan Agreement Loan Number 201916813 #63074348_v17 the Loan or any of the Loan Documents, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, or any Bankruptcy Action bankruptcy, insolvency or liquidation action involving Borrower, Principal, Guarantor or any of their respective principals or AffiliatesAffiliates excluding Lender Actions unless arising because of an Event of Default, (c) all costs and expenses of any Property inspections and/or appraisals (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more other than one appraisal in any twelve months unless the cost of regular annual inspections required to be borne by Servicer under the Servicing Agreement) as a result of an Event of Default exists)unless arising because of an Event of Default, and (d) all reasonable costs and expenses relating to or arising from any special requests made by Borrower or Guarantor during the term of the Loan including, without limitation, in connection with a prepayment, defeasance, assumption or modification of the Loan.

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

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

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

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

Servicer. {12282340:5} 101 (a) At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, servicer and trustee, together with its agents, nominees designees or designeesnominees, are collectively referred to as collectively, “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to the Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or and/or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitation, Borrower shall promptly reimburse Lender on demand for pay a scheduled monthly servicing fee of $2,800.00 per month, as well as (ai) interest payable on advances made by any fees and expenses of Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account attorneys' fees and disbursements) in connection with any release of Basic Carrying Costs), (b) all costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees payable by Lender to Servicer which may be due and payable under the Servicing Agreement (whether on a periodic Property or a continuing basis) as a result portion thereof, any prepayment, defeasance, transfer, assumption, amendment or modification of an Event of Default under the Loan, the Loan becoming specially servicedany documents or other matters requested by Borrower or any Guarantor, the commencement any special servicing or continuance workout of any enforcement action of any kind with respect to the Loan or any enforcement of the Loan Documents, a refinancing including, without limitation, any advances made by Servicer and interest on such advances, any liquidation fees in connection with the exercise of any or a restructuring of the credit arrangements provided all remedies permitted under this Agreement in and (ii) the nature costs of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (c) all costs and expenses of any Property property inspections and/or appraisals of the Property (or any updates to any existing inspection or appraisal) that a Servicer or the trustee may be required to obtain (but other than the cost of regular annual inspections required to be borne by Servicer under the Servicing Agreement); provided, however, that Borrower shall not more than one appraisal in be responsible for payment of any twelve months unless an Event of Default exists)fees or expenses required to be borne by, and (d) all not reimbursable to, Servicer. Without limiting the generality of the foregoing, Servicer shall be entitled to reimbursement of costs and expenses relating as and to or arising from any special requests made by Borrower or Guarantor during the term same extent (but without duplication) as Lender is entitled thereto pursuant to the terms of the Loan includingDocuments. (b) Upon notice thereof from Lender, without limitationServicer shall have the right to exercise all rights of Xxxxxx and enforce all obligations of Borrower and any Guarantor under the Loan Documents. (c) Provided Borrower shall have received notice from Lender of Servicer's address, Borrower shall deliver, and cause to be delivered, to Servicer duplicate originals of all notices and other documents and instruments which Borrower and/or any Guarantor deliver to Lender pursuant to the Loan Documents. No delivery of any such notices or other documents shall be of any force or effect unless delivered to Lender and Servicer as provided in connection with a prepayment, defeasance, assumption or modification of the Loan.this Section 9.4(c). Section 9.5

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

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

Servicer. At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitationNotwithstanding the foregoing, Borrower shall promptly reimburse Lender on demand for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account of Basic Carrying Costs), (b) all following costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees expenses payable by Lender to Servicer as a result of the Loan becoming specially serviced: (i) any liquidation fees that are due and payable to Servicer under the Servicing Agreement in connection with the exercise of any or all remedies permitted under this Agreement, (ii) any workout fees and special servicing fees that are due and payable to Servicer under the Servicing Agreement, which fees may be due and payable under the Servicing Agreement (whether on a periodic or a continuing basis, and (iii) as a result the costs of an Event of Default under the Loan, the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any of the Loan Documents, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (c) all costs and expenses of any Property property inspections and/or appraisals of the Properties (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more other than one appraisal in any twelve months unless an the cost of regular annual inspections required to be borne by Servicer under the Servicing Agreement). Provided no Event of Default exists)shall exist, and (d) all costs and expenses relating if Servicer proposes to or arising from any special requests made by Borrower or Guarantor during transfer the term servicing of the Loan includingto a Servicer that is a special servicer based on Servicer’s judgment that a Default in the payment of Debt Service is reasonably foreseeable, without limitation, in connection Servicer shall use good faith efforts to consult with a prepayment, defeasance, assumption or modification Borrower before transferring the servicing of the Loan., except in those instances in which Servicer determines in its sole discretion that the failure to so transfer the servicing of the Loan would materially and adversely affect the holders of the Securities, and Borrower acknowledges and agrees that any such consultation shall be conducted on a non-binding basis and any decision by Servicer to transfer the Loan to a special servicer shall be final and binding on, and shall not be subject to challenge by, Borrower. 102

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

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

Servicer. At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to The Master Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitation, Borrower shall promptly reimburse Lender on demand for (a) interest payable on advances made by Servicer deliver to the Trustee a certification of a Servicing Officer to the effect that all requirements of this paragraph have been satisfied with respect to delinquent debt service payments (the Modified Mortgage Loan. The Master Servicer shall deposit the Purchase Price for any Modified Mortgage Loan in the Certificate Account pursuant to Section 3.06 within one Business Day after the purchase of the Modified Mortgage Loan. Upon receipt by the Trustee of written notification of any such deposit signed by a Servicing Officer, the Trustee shall release to the extent interest at Master Servicer the Default Rate actually paid by Borrower related Mortgage File and shall execute and deliver such instruments of transfer or assignment, in respect of such payments are insufficient each case without recourse, as shall be necessary to pay vest in the same) or expenses paid by Master Servicer or trustee in respect of any Modified Mortgage Loan previously transferred and assigned pursuant hereto. The Master Servicer covenants and agrees to indemnify the protection Trust Fund against any liability for any "prohibited transaction" taxes and preservation of any related interest, additions, and penalties imposed on the Property (including, without limitation, on account of Basic Carrying Costs), (b) all costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees payable by Lender to Servicer which may be due and payable under the Servicing Agreement (whether on a periodic or a continuing basis) Trust Fund established hereunder as a result of an Event any modification of Default under a Mortgage Loan effected pursuant to this Section, any holding of a Modified Mortgage Loan by the LoanTrust Fund or any purchase of a Modified Mortgage Loan by the Master Servicer (but such obligation shall not prevent the Master Servicer or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Master Servicer from withholding payment of such tax, if permitted by law, pending the Loan becoming specially servicedoutcome of such proceedings). The Master Servicer shall have no right of reimbursement for any amount paid pursuant to the foregoing indemnification, except to the commencement or continuance extent that the amount of any enforcement action of any kind tax, interest, and penalties, together with respect interest thereon, is refunded to the Loan or any of the Loan Documents, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (c) all costs and expenses of any Property inspections and/or appraisals (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more than one appraisal in any twelve months unless an Event of Default exists), and (d) all costs and expenses relating to or arising from any special requests made by Borrower or Guarantor during the term of the Loan including, without limitation, in connection with a prepayment, defeasance, assumption or modification of the LoanTrust Fund.

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

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

Servicer. At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement 113 or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitationBorrower shall not be responsible for any set up fees or any other initial costs relating to or arising under the Servicing Agreement, or for payment of the regular monthly master servicing fee or trustee fee due to Servicer under the Servicing Agreement or any fees or expenses required to be borne by, and not reimbursable to, Servicer. Notwithstanding the foregoing, Borrower shall promptly reimburse Lender on demand for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account of Basic Carrying Costs), (b) all costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees payable by Lender to Servicer which may be due and payable under the Servicing Agreement (whether on a periodic or a continuing basis) as a result of an Event of Default under the Loan, the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any of the Loan Documents, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Key Principal, Guarantor or any of their respective principals or Affiliates, (c) all costs and expenses of any Property inspections and/or appraisals (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more other than one appraisal in any twelve months unless an Event the cost of Default existsregular annual inspections required to be borne by Servicer under the Servicing Agreement), and (d) all costs and expenses relating to or arising from any special requests made by Borrower or Guarantor during the term of the Loan including, without limitation, in connection with a prepayment, defeasance, assumption or modification of the Loan.

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

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

Servicer. At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitationBorrower shall be responsible for any reasonable set up fees or any other initial costs relating to or arising under the Servicing Agreement, but Borrower shall not be responsible for payment of the regular monthly master servicing fee or trustee fee due to Servicer under the Servicing Agreement or any fees or expenses required to be borne by, and not reimbursable to, Servicer. Notwithstanding the foregoing, Borrower shall promptly reimburse Lender on demand for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property Properties (including, without limitation, on account of Basic Carrying Costs), (b) all costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees payable by Lender to Servicer which may be due and payable under the Servicing Agreement (whether on a periodic or a continuing basis) as a result of an Event of Default under the Loan, the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any of the Loan Documents, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (c) all costs and expenses of any Property inspections and/or appraisals (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more other than one appraisal in any twelve months unless an Event the cost of Default existsregular annual inspections required to be borne by Servicer under the Servicing Agreement), and (d) all costs and expenses relating to or arising from any special requests made by Borrower or Guarantor during the term of the Loan including, without limitation, in connection with a prepayment, defeasance, assumption or modification of the Loan.. Borrower shall not be obligated to pay any Servicer fee specifically in connection with Servicer’s review of Leases for approval purposes or processing any requests for disbursement from any of the Reserve Funds. 100

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

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

Servicer. At the option of Lender, the Loan may be serviced by a master one or more servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, /special servicer/trustee selected by Lender (collectively, and trustee, together with its agents, nominees or designees, are collectively referred to as the “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to such Servicer pursuant to a pooling servicing agreement between Lender and such Servicer (any such agreement, the “PSA”). Borrower shall pay any customary fees, costs and expenses of the Servicer and any reasonable third-party fees and expenses in connection with a prepayment, release of the Property, approvals under the Loan Documents requested by Borrower, modification of the Loan subject to and in accordance with any servicing agreement or similar agreement entered into in connection with a Securitization, as well as (i) any amounts payable in respect of advances (including protective advances, special servicer fee advances and advances of delinquent debt service payments), together with interest thereon, made pursuant to the servicing agreement, servicing agreementin each case, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitation, Borrower shall promptly reimburse Lender on demand for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent late charges and default interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account of Basic Carrying Costs), (bii) all costs and expenses, “liquidation fees” in the amounts set forth in the servicing agreement, (iii) “workout fees” in the amounts set forth in the servicing agreement, and (iv) “special servicing fees” for the Loan upon the Loan becoming a specially serviced loan pursuant to the servicing agreement in the amounts set forth in the servicing agreement; provided, operating advisor however, as set forth in Section 17.6 hereof, Borrower shall not be responsible for any set-up fees or any other similar fees payable by Lender to Servicer which may be due and payable under the Servicing Agreement (whether on a periodic or a continuing basis) as a result of an Event of Default under the Loan, the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any of the Loan Documents, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (c) all initial costs and expenses of any Property inspections and/or appraisals (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more than one appraisal in any twelve months unless an Event of Default exists), and (d) all costs and expenses relating to or arising from under any special requests made PSA and Borrower shall not be responsible for payment of any initial set-up fees and the monthly master servicing fee due to the master servicer under any PSA. Notwithstanding the foregoing, Borrower shall not be responsible for reimbursement of any duplicative fees, costs and/or expenses that have otherwise been paid by Borrower or Guarantor during pursuant to the term of the Loan including, without limitation, in connection with a prepayment, defeasance, assumption or modification of the Loanterms hereof.

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

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

Servicer. (a) At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, servicer and trustee, together with its agents, nominees designees or designeesnominees, are collectively referred to as collectively, “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to the Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or and/or other agreement providing for the servicing of one (1) or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitationBorrower shall not be responsible for payment of any set-up fees and other initial costs relating to or arising under the Servicing Agreement or for payment of a scheduled monthly servicing fee; provided, however, Borrower shall promptly reimburse Lender on demand for pay (ai) interest payable on advances made by any fees and expenses of Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account attorneys’ fees and disbursements) in connection with any release of Basic Carrying Costs)the Properties, (b) all costs and expensesany prepayment, liquidation feesdefeasance, workout feesassumption, amendment or modification of the Loan, any documents or other matters requested by Borrower or Guarantors, special servicing fees, operating advisor fees or any other similar fees payable by Lender to Servicer which may be due and payable under the Servicing Agreement (whether on a periodic or a continuing basis) as a result workout of an Event of Default under the Loan, the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any enforcement of the Loan Documents, a refinancing including, without limitation, any liquidation fees in connection with the exercise of any or a restructuring of the credit arrangements provided all remedies permitted under this Agreement in so long as such fees and expenses are reasonable and 84 commensurate with charges imposed by the nature of a “work-out” of Servicer for similar actions with respect to loans similar to the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any and (ii) the reasonable costs of their respective principals or Affiliates, (c) all costs and expenses of any Property property inspections and/or appraisals of the Properties (or any updates to any existing inspection or appraisal) required under the Servicing Agreement or that a Servicer or may otherwise require under the trustee may be Servicing Agreement (other than the cost of regular annual inspections required to obtain (but not more than one appraisal in any twelve months unless an Event be borne by Servicer under the Servicing Agreement) to the extent required under the terms of Default exists)the Loan Documents. Without limiting the generality of the foregoing, and (d) all Servicer shall be entitled to reimbursement of costs and expenses relating as and to or arising from any special requests made by Borrower or Guarantor during the term same extent (but without duplication) as Lender is entitled thereto pursuant to the terms of the Loan including, without limitation, in connection with a prepayment, defeasance, assumption or modification of the LoanDocuments.

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

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

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

Servicer. At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, /special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as “Servicer”) /trustee selected by Lender (collectively, the "Servicer") and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to such Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicersuch Servicer (the "Servicing Agreement"). Without limitationBorrower shall not be responsible for any set-up fees or any other initial costs relating to or arising under the Servicing Agreement and Borrower shall not be responsible for payment of the monthly servicing fee due to the Servicer under the Servicing Agreement. Other than as set forth in the preceding sentence, Borrower shall promptly reimburse Lender on demand for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect all of the protection fees and preservation expenses of the Property Servicer (including, without limitation, on account of Basic Carrying Costs), (b) all costs which fees and expenses, liquidation feesprior to an Event of Default, workout feesmust be reasonable) and any reasonable third-party fees and expenses in connection with the Loan, including any prepayments, releases of the Property, approvals under the Loan Documents requested by Borrower, other requests under the Loan, assumption of Borrower's obligations or modification of the Loan, as well as any fees and expenses in connection with the special servicing or work-out of the Loan or enforcement of the Loan Documents, including, special servicing fees, operating or trust advisor fees or any other similar fees payable by Lender to Servicer which may be due and payable under the Servicing Agreement (whether on a periodic or a continuing basis) as a result of an Event of Default under the Loan, if the Loan becoming is a specially serviced, the commencement serviced loan or continuance of any enforcement action of any kind with respect to the Loan or any of the Loan Documents, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (c) all costs and expenses of any Property inspections and/or appraisals (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more than one appraisal in any twelve months unless an Event of Default exists), and (d) all costs and expenses relating to or arising from any special requests made by Borrower or Guarantor during the term of the Loan including, without limitation, in connection with a prepaymentworkout), defeasancework-out fees, assumption liquidation fees, attorneys' fees and expenses and other fees and expenses in connection with the modification or modification restructuring of the Loan. All amounts payable to Lender or Servicer in exercising its rights under this Section 9.9.4 (including, but not limited to, disbursements, advances and reasonable legal expenses incurred in connection therewith), shall be payable within five (5) Business Days demand, secured by this Agreement and interest thereon shall accrue at the Default Rate from the date incurred.

Servicer. (a) At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, servicer and trustee, together with its agents, nominees or designees, are collectively referred to herein as “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents Documents, the right to receive from Borrower the Servicer Fees, to Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or and/or other agreement providing for the servicing of one (1) or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitationThe initial Servicer shall be Trimont Real Estate Advisors, Inc. Borrower shall promptly reimburse Lender on demand be responsible for (ai) interest payable on advances made by Servicer with respect any set-up fees or any other initial costs relating to delinquent debt service payments (to or arising under the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account of Basic Carrying Costs)Servicing Agreement, (bii) the monthly and/or regularly scheduled servicing fees and any other reasonable out-of-pocket costs and expenses relating to or arising under the Servicing Agreement and (iii) all reasonable out-of-pocket costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees and interest payable on advances made by the Servicer or the trustee with respect to (A) delinquent debt service payments or expenses of curing Borrower’s Event of Default under the Loan Documents, payable by Lender to Servicer which may be due or a trustee and payable provided for under the Servicing Agreement (whether on a periodic or expenses paid by Servicer or a continuing basistrustee in respect of the protection and preservation of the Property (including, without limitation, payments of Property Taxes and Insurance Premiums and interest payable on advances made by Servicer), (B) as a result of an Event of Default under the Loan, Loan or the 114 Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any of the Loan Documentsan enforcement, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, Documents or of any Bankruptcy Action involving Borrower, Principal, Guarantor insolvency or any of their respective principals or Affiliatesbankruptcy proceeding, (cC) all costs and expenses of any Property inspections and/or appraisals (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more than one appraisal in any twelve months unless an Event of Default exists), and (d) all costs and expenses relating to or arising from any special requests made by Borrower Borrower, any other Loan Party or Guarantor during the term of the Loan including, without limitation, in connection with a prepayment, defeasance, assumption or modification of the LoanLoan or (D) the reasonable out-of-pocket costs of all property inspections and/or appraisals of the Properties (or any updates to any existing inspection or appraisal) that Servicer may be required to obtain (other than the cost of regular annual inspections required to be borne by Servicer under the Servicing Agreement). Without limiting the generality of the foregoing, Servicer shall be entitled to reimbursement of reasonable out-of-pocket costs and expenses as and to the same extent (but without duplication) as Lender is entitled thereto under this Agreement and the other Loan Documents.

Servicer. At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitationBorrower shall not be responsible for (i) 91 any set up fees or other initial costs relating to or arising under the Servicing Agreement, (ii) the payment of the regular monthly master servicing fee or trustee fee due to Servicer under the Servicing Agreement, or (iii) any fees or expenses required to be borne by, and not reimbursable to, Servicer. Notwithstanding the foregoing, Borrower shall promptly reimburse Lender on demand for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account of Basic Carrying Costs), (b) all following costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees expenses payable by Lender to Servicer as a result of the Loan becoming specially serviced: (i) any liquidation fees that are due and payable to Servicer under the Servicing Agreement in connection with the exercise of any or all remedies permitted under this Agreement, (ii) any workout fees and special servicing fees that are due and payable with respect to the Loan to Servicer under the Servicing Agreement, which fees may be due and payable under the Servicing Agreement (whether on a periodic or a continuing basis, and (iii) as a result the costs of an Event of Default under the Loan, the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any of the Loan Documents, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (c) all costs and expenses of any Property property inspections and/or appraisals of the Properties (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more other than one appraisal in any twelve months unless an Event the cost of Default existsregular annual inspections required to be borne by Servicer under the Servicing Agreement), and (d) all costs and expenses relating to or arising from any special requests made by Borrower or Guarantor during the term of the Loan including, without limitation, in connection with a prepayment, defeasance, assumption or modification of the Loan.

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

Servicer. (a) At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, servicer and trustee, together with its agents, nominees designees or designeesnominees, are collectively referred to as collectively, “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to the Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or and/or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitationBorrower shall be responsible for any reasonable set-up fees and any other initial costs relating to or arising under the Servicing Agreement; provided, however, that Borrower shall not be responsible for payment of scheduled monthly servicing fees due to Servicer under the Servicing Agreement. In addition, Borrower shall promptly reimburse Lender on demand for pay (ai) interest payable on advances made by any fees and expenses of Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account out-of-pocket attorneys’ fees and disbursements) in connection with any release of Basic Carrying Costs), (b) all costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees payable by Lender to Servicer which may be due and payable under the Servicing Agreement (whether on a periodic Property or a continuing basis) as a result portion thereof, any prepayment, defeasance, transfer, assumption, amendment or modification of an Event of Default under the Loan, the Loan becoming specially servicedany documents or other matters requested by Borrower or Guarantor, the commencement any special servicing or continuance workout of any enforcement action of any kind with respect to the Loan or any enforcement of the Loan Documents, a refinancing including, without limitation, any advances made by Servicer and interest on such advances, any liquidation fees in connection with the exercise of any or a restructuring of the credit arrangements provided all remedies permitted under this Agreement in and (ii) the nature costs of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (c) all costs and expenses of any Property property inspections and/or appraisals of the Property (or any updates to any existing inspection or appraisal) that a Servicer or the trustee may be required to obtain (but other than the cost of regular annual inspections required to be borne by Servicer under the Servicing Agreement); provided, however, that Borrower shall not more than one appraisal in be responsible for payment of any twelve months unless an Event of Default exists)fees or expenses required to be borne by, and (d) all not reimbursable to, Servicer. Without limiting the generality of the foregoing, Servicer shall be entitled to reimbursement of costs and expenses relating as and to or arising from any special requests made by Borrower or Guarantor during the term same extent (but without duplication) as Lender is entitled thereto pursuant to the terms of the Loan includingDocuments. Borrower’s obligations under this Section 11.24 are secured by the Mortgage. Lender hereby confirms that, without limitationnotwithstanding anything to the contrary contained herein, in connection (i) Borrower shall only be required to communicate with a prepaymentsingle Servicer and a single special servicer (or their respective sub-servicers) in order to obtain any necessary approvals, defeasanceconsents and waivers in accordance with the terms hereof and notices required from, assumption or modification to be delivered to Lender pursuant to this Agreement or the other Loan Documents (it being understood that such Servicer and special servicer (or their respective sub-servicers) may need to consult with other Persons that hold direct or indirect interests in the Loan and/or with Rating Agencies rating the Securities) and (ii) Borrower shall be entitled to rely solely on the approval, consent, waiver or other confirmation provided by such Servicer or special servicer (or their respective sub-servicer) regarding any matter for which Lender’s approval, consent waiver or other confirmation is required pursuant to the terms of the Loanthis Agreement or any other Loan Documents.

Servicer. 123 (a) At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, servicer and trustee, together with its agents, nominees designees or designeesnominees, are collectively referred to as collectively, “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to the Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or and/or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitation, Borrower shall promptly reimburse Lender on demand for pay a scheduled monthly servicing fee of $1,400.00 per month, as well as (ai) interest payable on advances made by any fees and expenses of Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account attorneys' fees and disbursements) in connection with any release of Basic Carrying Costs), (b) all costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees payable by Lender to Servicer which may be due and payable under the Servicing Agreement (whether on a periodic Property or a continuing basis) as a result portion thereof, any prepayment, defeasance, transfer, assumption, amendment or modification of an Event of Default under the Loan, the Loan becoming specially servicedany documents or other matters requested by Borrower or any Guarantor, the commencement any special servicing or continuance workout of any enforcement action of any kind with respect to the Loan or any enforcement of the Loan Documents, a refinancing including, without limitation, any advances made by Servicer and interest on such advances, any liquidation fees in connection with the exercise of any or a restructuring of the credit arrangements provided all remedies permitted under this Agreement in and (ii) the nature costs of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (c) all costs and expenses of any Property property inspections and/or appraisals of the Property (or any updates to any existing inspection or appraisal) that a Servicer or the trustee may be required to obtain (but other than the cost of regular annual inspections required to be borne by Servicer under the Servicing Agreement); provided, however, that Borrower shall not more than one appraisal in be responsible for payment of any twelve months unless an Event of Default exists)fees or expenses required to be borne by, and not reimbursable to, Servicer. Without limiting the generality of the foregoing, Servicer shall be entitled to reimbursement of costs and expenses as and to the same extent (but without duplication) as Lender is entitled thereto pursuant to the terms of the Loan Documents. (b) Upon notice thereof from Lender, Servicer shall have the right to exercise all rights of Xxxxxx and enforce all obligations of Borrower and any Guarantor under the Loan Documents. (c) Provided Borrower shall have received notice from Lender of Servicer's address, Borrower shall deliver, and cause to be delivered, to Servicer duplicate originals of all notices and other documents and instruments which Borrower and/or any Guarantor deliver to Lender pursuant to the Loan Documents. No delivery of any such notices or other documents shall be of any force or effect unless delivered to Lender and Servicer as provided in this Section 9.4(c). (d) all costs The parties acknowledge that an affiliate of the initially-named Lender may, in such affiliate’s sole and expenses relating absolute discretion, charge a transaction advisory fee of up to or arising from any special requests made by Borrower or Guarantor during twenty-five (25) basis points on the term outstanding principal balance of the Loan including, without limitation(to be paid directly to such affiliate by Servicer) unless such affiliate elects, in connection with a prepaymentits sole and absolute discretion, defeasanceto waive such fee; provided, assumption however, that notwithstanding the foregoing or modification anything else to the contrary contained in this Agreement or in any of the Loanother Loan Documents, (i) in no event shall any such fee be deemed to be owed by Borrower, or in any way increase any obligations of Borrower hereunder or under any of the other Loan Documents and (ii) in no event shall any waiver of such fee be deemed to benefit Borrower, or in any way decrease or modify any of Borrower’s obligations hereunder or under any of the other Loan Documents.

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

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

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

Servicer. (a) At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, servicer and trustee, together with its agents, nominees designees or designeesnominees, are collectively referred to as collectively, “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to the Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or and/or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitationBorrower shall be responsible for any reasonable set-up fees and any other initial costs relating to or arising under the Servicing Agreement as well as for payment of a scheduled monthly servicing fee not to exceed two (2) basis points per annum. In addition, Borrower shall promptly reimburse Lender on demand for pay (ai) interest payable on advances made by any fees and expenses of Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account out-of-pocket attorneys’ fees and disbursements) in connection with any release of Basic Carrying Costs), (b) all costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees payable by Lender to Servicer which may be due and payable under the Servicing Agreement (whether on a periodic Property or a continuing basis) as a result portion thereof, any prepayment, defeasance, transfer, assumption, amendment or modification of an Event of Default under the Loan, the Loan becoming specially servicedany documents or other matters requested by Borrower or Guarantor, the commencement any special servicing or continuance workout of any enforcement action of any kind with respect to the Loan or any enforcement of the Loan Documents, a refinancing including, without limitation, any advances made by Servicer and interest on such advances, any liquidation fees in connection with the exercise of any or a restructuring of the credit arrangements provided all remedies permitted under this Agreement in and (ii) the nature costs of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (c) all costs and expenses of any Property property inspections and/or appraisals of the Property (or any updates to any existing 106 inspection or appraisal) that a Servicer or the trustee may be required to obtain (but other than the cost of regular annual inspections required to be borne by Servicer under the Servicing Agreement); provided, however, that Borrower shall not more than one appraisal in be responsible for payment of any twelve months unless an Event of Default exists)fees or expenses required to be borne by, and (d) all not reimbursable to, Servicer. Without limiting the generality of the foregoing, Servicer shall be entitled to reimbursement of costs and expenses relating as and to or arising from any special requests made by Borrower or Guarantor during the term same extent (but without duplication) as Lender is entitled thereto pursuant to the terms of the Loan including, without limitation, in connection with a prepayment, defeasance, assumption or modification of Documents. Borrower’s obligations under this Section 11.25 are secured by the LoanSecurity Instruments.

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

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

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

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

Servicer. (a) At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, servicer and trustee, together with its agents, nominees or designees, are collectively referred to herein as “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or and/or other agreement providing for the servicing of one (1) or more mortgage mezzanine loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Borrower and Op Co Pledgor shall be responsible for (i) any reasonable set-up fees or any other initial costs and expenses relating to or arising under the Servicing Agreement and (ii) any fees and expenses of Servicer (including, without limitation, attorneys’ fees and disbursements) in connection with any release of the Property, any prepayment, assumption, amendment or modification of the Loan, any documents or matters requested by Borrower, special servicing or work-out of the Loan or enforcement of the Loan Documents; provided, however, that Borrower and Op Co Pledgor shall not be responsible for payment of scheduled monthly servicing fees due to Servicer under the Servicing Agreement. Without limitationlimiting the generality of the foregoing, Servicer shall be entitled to reimbursement of costs and expenses as and to the same extent (but without duplication) as Lender is entitled thereto under this Agreement and the other Loan Documents. In addition, notwithstanding anything in this Agreement to the contrary, Borrower shall promptly reimburse Lender on demand for (aA) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same), (B) or expenses paid or advanced by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, payments of Taxes and Insurance Premiums) or the enforcement of the Lender’s rights under the Loan Documents, together with any interest payable on account of Basic Carrying Costs)advances made by the Servicer in connection therewith, (bC) the following costs and expenses payable by Lender to Servicer as a result of an Event of Default or the Loan becoming specially serviced under the Servicing Agreement: (i) all costs liquidation fees that are due and expensespayable to Servicer under the Servicing Agreement in connection with the exercise of any and all remedies permitted under this Agreement, liquidation fees, (ii) all workout fees, special servicing fees, operating advisor fees or any and other similar fees that are due and payable by Lender to Servicer under the Servicing Agreement, which fees may be due and payable under the Servicing Agreement (whether on a periodic or a continuing basis, and (iii) as a result the costs of an Event of Default under the Loan, the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any of the Loan Documents, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (c) all costs and expenses of any Property property inspections and/or appraisals of the Property (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more other than one appraisal in any twelve months unless an Event the cost of Default existsregular annual inspections required to be borne by Servicer under the Servicing Agreement), and (dD) all reasonable costs and expenses relating payable by Lender to or arising from Servicer as a result of any special requests made by Borrower or Guarantor during the term of the Loan Loan, including, without limitation, in connection with a prepayment, defeasance, assumption or modification of the Loan.

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

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

Servicer. (a) At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, servicer and trustee, together with its agents, nominees designees or designeesnominees, are collectively referred to as collectively, “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to the Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or and/or other agreement providing for the servicing of one (1) or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitationBorrower shall be responsible for any reasonable set-up fees and any other initial costs relating to or arising under the Servicing Agreement. In addition, Borrower shall promptly reimburse Lender on demand for pay (ai) interest payable on advances made by any fees and expenses of Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account of Basic Carrying Costsattorneys’ fees and disbursements), (b) all costs which fees and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees payable by Lender to Servicer which expenses may be due and payable under the Servicing Agreement (whether on a periodic or a continuing basis) as a result basis in accordance with the Servicing Agreement, in connection with any release of an Event the Property, any prepayment, defeasance, assumption, amendment or modification of Default under the Loan, the Loan becoming specially servicedany documents or other matters requested by Borrower or any Guarantor, the commencement special servicing or continuance workout of any enforcement action of any kind with respect to the Loan or any enforcement of the Loan Documents, a refinancing including, without limitation, any liquidation fees that may be due to Servicer under the Servicing Agreement in connection with the exercise of any or a restructuring of the credit arrangements provided all remedies permitted under this Agreement in and (ii) the nature costs of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (c) all costs and expenses of any Property property inspections and/or appraisals of the Property (or any updates to any existing inspection or appraisal) required under the Servicing Agreement or that a Servicer or may otherwise require under the trustee may be Servicing Agreement (other than the cost of regular annual inspections required to obtain (but not more than one appraisal in any twelve months unless an Event be borne by Servicer under the Servicing Agreement). Without limiting the generality of Default exists)the foregoing, and (d) all Servicer shall be entitled to reimbursement of costs and expenses relating as and to or arising from any special requests made by Borrower or Guarantor during the term same extent (but without duplication) as Lender is entitled thereto pursuant to the terms of the Loan including, without limitation, in connection with a prepayment, defeasance, assumption or modification of the LoanDocuments.

Servicer. (a) At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, servicer and trustee, together with its agents, nominees designees or designeesnominees, are collectively referred to as collectively, “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to the Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or and/or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitationBorrower shall be responsible for any reasonable set-up fees and any other initial costs relating to or arising under the Servicing Agreement; provided, however, that Borrower shall not be responsible for payment of scheduled monthly servicing fees due to Servicer under the Servicing Agreement. In addition, Borrower shall promptly reimburse Lender on demand for pay (ai) interest payable on advances made by any fees and expenses of Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account out-of-pocket attorneys’ fees and disbursements) in connection with any release of Basic Carrying Costs), (b) all costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees payable by Lender to Servicer which may be due and payable under the Servicing Agreement (whether on a periodic Property or a continuing basis) as a result portion thereof, any prepayment, defeasance, transfer, assumption, amendment or modification of an Event of Default under the Loan, the Loan becoming specially servicedany documents or other matters requested by Borrower or Guarantor, the commencement any special servicing or continuance workout of any enforcement action of any kind with respect to the Loan or any enforcement of the Loan Documents, a refinancing including, without limitation, any advances made by Servicer and interest on such advances, any liquidation fees in connection with the exercise of any or a restructuring of the credit arrangements provided all remedies permitted under this Agreement in and (ii) the nature costs of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (c) all costs and expenses of any Property property inspections and/or appraisals of the Property (or any updates to any existing inspection or appraisal) that a Servicer or the trustee may be required to obtain (but other than the cost of regular annual inspections required to be borne by Servicer under the Servicing Agreement); provided, however, that Borrower shall not more than one appraisal in be responsible for payment of any twelve months unless an Event of Default exists)fees or expenses required to be borne by, and (d) all not reimbursable to, Servicer. Without limiting the generality of the foregoing, Servicer shall be entitled to reimbursement of costs and expenses relating as and to or arising from any special requests made by Borrower or Guarantor during the term same extent (but without duplication) as Lender is entitled thereto pursuant to the terms of the Loan including, without limitation, in connection with a prepayment, defeasance, assumption or modification of Documents. Borrower’s obligations under this Section 11.25 are secured by the LoanSecurity Instruments.

Servicer. At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Without limitationBorrower shall not be responsible for any set up fees or any other initial costs relating to or arising under the Servicing Agreement or the payment of the regular monthly master servicing fee or trustee fee due to Servicer under the Servicing Agreement or any fees or expenses required to be borne by, Borrower and not reimbursable to, Servicer other than the Administration Fee required to be paid pursuant to Section 2.3.6. Notwithstanding the foregoing, Xxxxxxxx shall promptly reimburse Lender on demand for (a) interest payable on advances made by Servicer with respect to delinquent debt service 167 payments (to the extent charges are due pursuant to Section 2.3.4 and interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or out-of-pocket expenses paid by Servicer or trustee in respect of the protection and preservation of the Property Properties (including, without limitation, on account payments of Basic Carrying Costs), Taxes and Insurance Premiums) and (b) all costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees payable by Lender to Servicer which may be due and payable under Servicer: (i) if the Servicing Agreement (whether on Loan or any portion of the Loan is subject to a periodic or a continuing basis) Securitization, as a result of an Event of Default under the Loan, Loan or the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any of the Loan Documentsan enforcement, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, Documents or in connection with any Bankruptcy Action involving Borrower, Principal, Guarantor and which special servicing fees shall not exceed 0.25% per annum; (ii) if the Loan or any portion of their respective principals the Loan is subject to a Securitization; (iii) any liquidation fees, workout fees, special servicing fees, operating advisor fees or Affiliatesany other similar fees that are due and payable to Servicer under the Servicing Agreement or the trustee, (c) all costs which fees may be due and expenses payable under the Servicing Agreement on a periodic or continuing basis, which liquidation fees shall not exceed 0.5% of any Property liquidation proceeds received on the Loan and which workout fees shall not exceed 0.5% of each collection of interest and principal received on the Loan; (iv) the costs of all property inspections and/or appraisals of the Properties (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more other than one appraisal the cost of regular annual inspections required to be borne by Servicer under the Servicing Agreement); or (v) except as expressly set forth in any twelve months unless an Event of Default exists)this Agreement, and (d) all costs and expenses relating to or arising from any special requests made by Borrower or Guarantor during the term of the Loan including, without limitation, in connection with a prepayment, defeasance, assumption or modification of the Loan.

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

Servicer. At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the 94 “Servicing Agreement”) between Lender and Servicer. Without limitationNotwithstanding the foregoing, Borrower shall promptly reimburse Lender on demand for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account of Basic Carrying Costs), (b) all following costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees expenses payable by Lender to Servicer as a result of the Loan becoming specially serviced: (i) any liquidation fees that are due and payable to Servicer under the Servicing Agreement in connection with the exercise of any or all remedies permitted under this Agreement, (ii) any workout fees and special servicing fees that are due and payable to Servicer under the Servicing Agreement, which fees may be due and payable under the Servicing Agreement (whether on a periodic or a continuing basis, and (iii) as a result the costs of an Event of Default under the Loan, the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any of the Loan Documents, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (c) all costs and expenses of any Property property inspections and/or appraisals of the Properties (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more other than one appraisal in any twelve months unless an the cost of regular annual inspections required to be borne by Servicer under the Servicing Agreement). Provided no Event of Default exists)shall exist, and (d) all costs and expenses relating if Servicer proposes to or arising from any special requests made by Borrower or Guarantor during transfer the term servicing of the Loan includingto a Servicer that is a special servicer based on Servicer’s judgment that a Default in the payment of Debt Service is reasonably foreseeable, without limitation, in connection Servicer shall use good faith efforts to consult with a prepayment, defeasance, assumption or modification Borrower before transferring the servicing of the Loan, except in those instances in which Servicer determines in its sole discretion that the failure to so transfer the servicing of the Loan would materially and adversely affect the holders of the Securities, and Borrower acknowledges and agrees that any such consultation shall be conducted on a non-binding basis and any decision by Servicer to transfer the Loan to a special servicer shall be final and binding on, and shall not be subject to challenge by, Borrower.

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

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

Servicer. (a) At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as “the "Servicer”") selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to the Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for (the servicing of one or more mortgage loans (collectively, the “"Servicing Agreement”") between Lender and Servicer. Without limitationIn soliciting prospective parties to act as Servicer, Lender shall obtain servicing fee quotes from at least three (3) such prospective servicers on a competitive bases and shall consult with Borrower on a regular basis during such solicitation and selection process; provided, however, that following any Securitization, if the then Servicer is terminated, whether by resignation, removal for cause or a permitted assignment of the servicing rights, Lender need not obtain quotes or consult with Borrower regarding the successor Servicer. Borrower shall promptly reimburse Lender on demand be responsible for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, on account of Basic Carrying Costs), (b) all costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor any reasonable set-up fees or any other similar fees payable by Lender to Servicer which may be due and payable under the Servicing Agreement (whether on a periodic or a continuing basis) as a result of an Event of Default under the Loan, the Loan becoming specially serviced, the commencement or continuance of any enforcement action of any kind with respect to the Loan or any of the Loan Documents, a refinancing or a restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents, or any Bankruptcy Action involving Borrower, Principal, Guarantor or any of their respective principals or Affiliates, (c) all initial costs and expenses of any Property inspections and/or appraisals (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (but not more than one appraisal in any twelve months unless an Event of Default exists), and (d) all costs and expenses relating to or arising from any special requests made by under the Servicing Agreement. In addition, Borrower or Guarantor during shall be responsible for payment of the term monthly servicing fee due to the Servicer under the Servicing Agreement; provided that Borrower shall only be responsible to pay for monthly servicing fees due to the Servicer to the extent of four (4) basis points per annum based on the outstanding principal amount of the Loan including, at the beginning of each year in which the Servicing Agreement is in effect. Such monthly servicing fee for which the Borrower is responsible shall be calculated and be payable on the same basis and terms (other than the rate) on which the interest payable hereunder is calculated and payable; the Borrower's obligation to pay same shall be secured by the Mortgage; and all references herein (including without limitationlimitation Section 10.1), in connection with a prepaymentthe Mortgage or in any other Loan Document to interest payable by the Borrower shall be construed to also refer to such monthly servicing fee for which the Borrower is responsible. In addition, defeasance, assumption or modification Servicer shall be entitled to reimbursement of costs and expenses as and to the Loansame extent (but without duplication) as Lender is entitled thereto under the applicable provisions of this Agreement and the other Loan Documents.