Common use of Section 3 Clause in Contracts

Section 3. 22. References to the Master Servicer shall not be deemed to be references to the Primary Servicer for purposes of Section 3.22 of the Pooling and Servicing Agreement. Each provision of Section 3.22 of the Pooling and Servicing Agreement shall be enforceable against the Primary Servicer in accordance with the terms thereof to the extent applicable to a Designated Sub-Servicer or Designated Sub-Servicing Agreement. The Primary Servicer may enter into Sub-Servicing Agreements in connection with the Mortgage Loans; provided that each such Sub-Servicing Agreement and Sub-Servicer shall satisfy all requirements and conditions under Section 3.22 of the Pooling and Servicing Agreement applicable to a Sub-Servicing Agreement entered into, and Sub-Servicer retained by, the Master Servicer. Without limiting the foregoing, (i) such Sub-Servicing Agreement must be consistent with this Agreement and the Pooling and Servicing Agreement in all material respects; (ii) such Sub-Servicing Agreement must provide that if the Primary Servicer shall for any reason no longer act in such capacity hereunder, the Master Servicer or its designee or any other successor to the Master Servicer may either assume or terminate such Sub-Servicing Agreement without any termination fee; (iii) such Sub-Servicing Agreement may not be binding on the Master Servicer or successor (unless assumed as contemplated by clause (ii) above) or the Trust; (iv) the Primary Servicer shall deliver to the Master Servicer copies of all Sub-Servicing Agreements, and any amendments thereto and modifications thereof, entered into by it promptly upon its execution and delivery of such documents, (v) as part of its servicing activities hereunder, the Primary Servicer, for the benefit of the Master Servicer shall (at no expense to the Master Servicer) monitor the performance and enforce the obligations of the Sub-Servicer under such Sub-Servicing Agreement; (vi) such Sub-Servicing Agreement prohibits the Sub-Servicer from modifying any Mortgage Loan or commencing any foreclosure or similar proceedings with respect to any Mortgaged Property without the consent of the Master Servicer and, further, prohibits the Sub-Servicer from taking any action that the Primary Servicer would be prohibited from taking hereunder; (vii) the Primary Servicer shall each remain obligated and liable to the Master Servicer for the performance of its obligations and duties under this Agreement in accordance with the provisions hereof to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans and/or REO Properties for which it is responsible; (viii) the Primary Servicer shall pay the fees of any Sub-Servicer retained by it in accordance with the respective Sub-Servicing Agreement and, in any event, from its own funds (or from funds otherwise then payable to it hereunder); and (ix) such Sub-Servicing Agreement requires the Sub-Servicer to comply with any applicable Regulation AB requirements under the Pooling and Servicing Agreement. Subject to Section 3.22 of the Pooling and Servicing Agreement, the Primary Servicer may delegate certain ministerial duties hereunder (such as inspections or financial statement reviews) to contractors; provided that (a) the Primary Servicer shall remain responsible for the actions of such third-party contractors as if it were alone performing such actions and shall pay all fees and expenses of such third-party contractors; (b) such appointment imposes no additional duty on the Master Servicer; and (c) the subject contractor (if it would be a Servicing Function Participant) is not a Prohibited Party at the time of such appointment unless (in the case of this clause (c)) the appointment of such contractor has been expressly approved by the Depositor. The Primary Servicer shall not modify any Mortgage Loan or commence any foreclosure or similar proceedings with respect to any Mortgaged Property without the consent of the Master Servicer, and the Primary Servicer shall not take any action that the Master Servicer would be prohibited from taking under the Pooling and Servicing Agreement.

Section 3. 2218. References (A) For so long as the Primary Servicer is not the Special Servicer, notwithstanding anything herein to the contrary, the Primary Servicer will not permit or consent to any modification, extension, waiver, consent or other action contemplated by Section 3.18 of the Pooling and Servicing Agreement unless the Primary Servicer has confirmed with the Master Servicer shall not be deemed that the Master Servicer is either obligated to be references process or has mutually agreed with the Special Servicer to the Primary Servicer for purposes of process such transaction pursuant to Section 3.22 3.18 of the Pooling and Servicing Agreement. Each provision of Following such confirmation, the Primary Servicer will not permit or consent to any modification, extension, waiver, consent or other action contemplated by Section 3.22 3.18 of the Pooling and Servicing Agreement shall be enforceable against without the Primary Servicer in accordance with the terms thereof to the extent applicable to a Designated Sub-Servicer or Designated Sub-Servicing Agreement. The Primary Servicer may enter into Sub-Servicing Agreements in connection with the Mortgage Loans; provided that each such Sub-Servicing Agreement and Sub-Servicer shall satisfy all requirements and conditions under Section 3.22 prior written consent of the Pooling and Servicing Agreement applicable to a Sub-Servicing Agreement entered into, and Sub-Servicer retained by, the Master Servicer. Without limiting the foregoingWith respect to any such proposed action, (i) such Sub-Servicing Agreement must be consistent with this Agreement and the Pooling and Servicing Agreement in all material respects; (ii) such Sub-Servicing Agreement must provide that if the Primary Servicer shall for any reason no longer act in such capacity hereunder, the Master Servicer or its designee or any other successor perform and forward to the Master Servicer may either assume any analysis, recommendation or terminate such Sub-Servicing Agreement without any termination fee; (iii) such Sub-Servicing Agreement may not other information required to be binding on prepared and/or delivered by the Master Servicer or successor (unless assumed as contemplated by clause (ii) above) or the Trust; (iv) the Primary Servicer shall deliver to the Master Servicer copies under Section 3.18 of all Sub-Servicing Agreements, and any amendments thereto and modifications thereof, entered into by it promptly upon its execution and delivery of such documents, (v) as part of its servicing activities hereunder, the Primary Servicer, for the benefit of the Master Servicer shall (at no expense to the Master Servicer) monitor the performance and enforce the obligations of the Sub-Servicer under such Sub-Servicing Agreement; (vi) such Sub-Servicing Agreement prohibits the Sub-Servicer from modifying any Mortgage Loan or commencing any foreclosure or similar proceedings with respect to any Mortgaged Property without the consent of the Master Servicer and, further, prohibits the Sub-Servicer from taking any action that the Primary Servicer would be prohibited from taking hereunder; (vii) the Primary Servicer shall each remain obligated and liable to the Master Servicer for the performance of its obligations and duties under this Agreement in accordance with the provisions hereof to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans and/or REO Properties for which it is responsible; (viii) the Primary Servicer shall pay the fees of any Sub-Servicer retained by it in accordance with the respective Sub-Servicing Agreement and, in any event, from its own funds (or from funds otherwise then payable to it hereunder); and (ix) such Sub-Servicing Agreement requires the Sub-Servicer to comply with any applicable Regulation AB requirements under the Pooling and Servicing Agreement. Subject The Master Servicer, not the Primary Servicer, will deal directly with the Special Servicer, other parties to Section 3.22 of the Pooling and Servicing Agreement and any Directing Certificateholder in connection with obtaining any necessary approval or consent from the respective party; however, when processing loan-related events delegated to it through this Agreement, the Primary Servicer may delegate certain ministerial duties hereunder (such consult with the Special Servicer as inspections or financial statement reviews) to contractors; needed, provided that (a) it copies the Master Servicer on all related correspondence to the Special Servicer and includes a representative of the Master Servicer on all related calls with the Special Servicer and otherwise keeps the Master Servicer fully informed as to the results of such consultations. When forwarding a request for the approval of any lease or renewal or extension thereof, the Primary Servicer shall remain responsible for forward to the actions Master Servicer the information concerning such lease required by, and in the form of, Exhibit I attached hereto. The Primary Servicer will not permit any Principal Prepayment or defeasance with respect to any Mortgage Loan or Serviced Companion Loan without the written consent of such third-party contractors as if it were alone performing such actions and shall pay all fees and expenses of such third-party contractors; (b) such appointment imposes no additional duty on the Master Servicer; and (c) the subject contractor (if it would be a Servicing Function Participant) is not a Prohibited Party at the time of such appointment unless (in the case of this clause (c)) the appointment of such contractor has been expressly approved by the Depositor. The Primary Servicer shall not modify any Mortgage Loan or commence any foreclosure or similar proceedings with respect promptly forward all requests for Principal Prepayments to any Mortgaged Property without the consent of the Master Servicer, and along with a payoff statement (with respect to each Principal Prepayment request) setting forth the amount of the necessary Principal Prepayment calculated by the Primary Servicer shall not take any action that the Master Servicer would be prohibited from taking under the Pooling and Servicing AgreementServicer.

Section 3. 2220. References to the Master Servicer shall not be deemed to be references to the Primary Servicer for purposes of Section 3.22 3.20 of the Pooling and Servicing Agreement. Each provision of Section 3.22 3.20 of the Pooling and Servicing Agreement shall be enforceable against the Primary Servicer in accordance with the terms thereof to the extent applicable to a Designated Sub-Servicer or Designated Sub-Servicing Agreementthereof. The Primary Servicer may not enter into Sub-Servicing Agreements in connection with the Mortgage Loans or the Serviced Companion Loans; provided that each such Sub-Servicing Agreement and Sub-Servicer shall satisfy all requirements and conditions under Section 3.22 of the Pooling and Servicing Agreement applicable to a Sub-Servicing Agreement entered into, and Sub-Servicer retained by, the Master Servicer. Without limiting the foregoing, (i) such Sub-Servicing Agreement must be consistent with this Agreement and the Pooling and Servicing Agreement in all material respects; (ii) such Sub-Servicing Agreement must provide that if but the Primary Servicer shall for any reason no longer act in may delegate its duties to agents or Subcontractors so long as the related agreements or arrangements with such capacity hereunder, the Master Servicer agents or its designee or any other successor to the Master Servicer may either assume or terminate such Sub-Servicing Agreement without any termination fee; (iii) such Sub-Servicing Agreement may not be binding on the Master Servicer or successor (unless assumed as contemplated by clause (ii) above) or the Trust; (iv) the Primary Servicer shall deliver to the Master Servicer copies of all Sub-Servicing Agreements, and any amendments thereto and modifications thereof, entered into by it promptly upon its execution and delivery of such documents, (v) as part of its servicing activities hereunder, the Primary Servicer, for the benefit of the Master Servicer shall (at no expense to the Master Servicer) monitor the performance and enforce the obligations of the Sub-Servicer under such Sub-Servicing Agreement; (vi) such Sub-Servicing Agreement prohibits the Sub-Servicer from modifying any Mortgage Loan or commencing any foreclosure or similar proceedings with respect to any Mortgaged Property without the consent of the Master Servicer and, further, prohibits the Sub-Servicer from taking any action that the Primary Servicer would be prohibited from taking hereunder; (vii) the Primary Servicer shall each remain obligated and liable to the Master Servicer for the performance of its obligations and duties under this Agreement in accordance Subcontractors are consistent with the provisions hereof to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans and/or REO Properties for which it is responsible; (viii) the Primary Servicer shall pay the fees of any Sub-Servicer retained by it in accordance with the respective Sub-Servicing Agreement and, in any event, from its own funds (or from funds otherwise then payable to it hereunder); and (ix) such Sub-Servicing Agreement requires the Sub-Servicer to comply with any applicable Regulation AB requirements under Section 3.20 of the Pooling and Servicing Agreement. Subject to Section 3.22 of the Pooling and Servicing Agreement, the Primary Servicer may delegate certain ministerial duties hereunder (such as inspections or financial statement reviews) to contractors; provided that (a) the Primary Servicer shall remain responsible for the actions of such third-party contractors as if it were alone performing such actions and shall pay all fees and expenses of such third-party contractors; (b) such appointment imposes no additional duty on the Master Servicer; and (c) the subject contractor (if it would be a Servicing Function Participant) is not a Prohibited Party at the time of such appointment unless (in the case of this clause (c)) the appointment of such contractor has been expressly approved by the Depositor. The Primary Servicer shall not modify any Mortgage Loan or commence any foreclosure or similar proceedings with respect to any Mortgaged Property without the consent of the Master Servicer, and the Primary Servicer shall not take any action that the Master Servicer would be prohibited from taking under the Pooling and Servicing Agreement. The Primary Servicer may not foreclose any Mortgage or, except as permitted by Section 3.01(c)(14) or (24) of this Agreement, grant any modification, extension, waiver or amendment to any Mortgage Loan or Serviced Companion Loans. This Agreement will be assumed by the Trustee if the Trustee has assumed the duties of the Master Servicer or by a successor Master Servicer without cost or obligation to the assuming party or the Trust Fund, upon the assumption by such party of the obligations of the Master Servicer pursuant to Section 7.02 of the Pooling and Servicing Agreement. In the event the Trustee or any other Person becomes successor master servicer, the Trustee or such successor master servicer shall have the right to terminate this Agreement with or without cause and without a fee. Notwithstanding the foregoing or any other contrary provision in the Pooling and Servicing Agreement, the Trustee and any successor master servicer shall assume this Agreement and (i) the Primary Servicer’s rights and obligations under this Agreement shall expressly survive a termination of the Master Servicer’s servicing rights under the Pooling and Servicing Agreement; provided that this Agreement has not been terminated in accordance with its provisions; (ii) any successor master servicer, including, without limitation, the Trustee (if it assumes the servicing obligations of the Master Servicer) shall be deemed to automatically assume and agree to the this Agreement without further action upon becoming the successor master servicer and (iii) the Pooling and Servicing Agreement may not be modified in any manner which would increase the obligations or limit the rights of the Primary Servicer hereunder and/or under this Agreement, without the prior written consent of the Primary Servicer (which consent shall not be unreasonably withheld).

Section 3. 2212(a). References to the Master Servicer Servicing Fee shall not be deemed to be references to the Primary Servicer for purposes Servicing Fee. The second and fourth paragraphs of Section 3.22 of the Pooling and Servicing Agreement. Each provision of Section 3.22 3.12(a) of the Pooling and Servicing Agreement shall be enforceable against the Primary Servicer in accordance with the terms thereof to the extent applicable to a Designated Sub-Servicer or Designated Sub-Servicing Agreementare not incorporated herein. The Primary Servicer may enter into Sub-Servicing Agreements in connection with the Mortgage Loans; provided that each such Sub-Servicing Agreement and Sub-Servicer shall satisfy all requirements and conditions under Section 3.22 of the Pooling and Servicing Agreement applicable to a Sub-Servicing Agreement entered intoIn addition, and Sub-Servicer retained by, the Master Servicer. Without limiting the foregoing, (i) such Sub-Servicing Agreement must be consistent with this Agreement and the Pooling and Servicing Agreement in all material respects; (ii) such Sub-Servicing Agreement must provide that if the Primary Servicer shall for any reason no longer act in such capacity hereunderbe entitled to receive, as additional servicing compensation, to the extent the Master Servicer or its designee or any other successor is entitled to the Master Servicer may either assume or terminate such Sub-Servicing Agreement without any termination fee; (iii) such Sub-Servicing Agreement may not be binding on the Master Servicer or successor (unless assumed as contemplated by clause (ii) above) or the Trust; (iv) the Primary Servicer shall deliver to the Master Servicer copies of all Sub-Servicing Agreements, and any amendments thereto and modifications thereof, entered into by it promptly upon its execution and delivery of such documents, (v) as part of its servicing activities hereunder, the Primary Servicer, for the benefit of the Master Servicer shall (at no expense to the Master Servicer) monitor the performance and enforce the obligations of the Sub-Servicer under such Sub-Servicing Agreement; (vi) such Sub-Servicing Agreement prohibits the Sub-Servicer from modifying any Mortgage Loan or commencing any foreclosure or similar proceedings with respect to any Mortgaged Property without the consent of the Master Servicer and, further, prohibits the Sub-Servicer from taking any action that the Primary Servicer would be prohibited from taking hereunder; (vii) the Primary Servicer shall each remain obligated and liable to the Master Servicer for the performance of its obligations and duties under this Agreement in accordance with the provisions hereof to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans and/or REO Properties for which it is responsible; (viii) the Primary Servicer shall pay the fees of any Sub-Servicer retained by it in accordance with the respective Sub-Servicing Agreement and, in any event, from its own funds (or from funds otherwise then payable to it hereunder); and (ix) such Sub-Servicing Agreement requires the Sub-Servicer to comply with any applicable Regulation AB requirements amounts under the Pooling and Servicing Agreement. Subject , (i) all investment income earned on amounts on deposit in the Primary Servicer Collection Account and the Primary Servicer Serviced Whole Loan Collection Account and certain Borrower Accounts (to the extent consistent with the related Loan Documents), (ii) 50% of that portion of late fees (but not Default Interest) on the Mortgage Loans to which the Master Servicer is entitled under the Pooling and Servicing Agreement and not required by the Pooling and Servicing Agreement to cover Advance Interest or Additional Trust Fund Expenses and, in the case of the Serviced Whole Loans, to the extent allocated to the related Mortgage Loan in the related Intercreditor Agreement, (iii) 100% of any amounts collected by the Primary Servicer for checks returned for insufficient funds with respect to the Mortgage Loans to the extent the Master Servicer is entitled to such items under Section 3.22 3.12(a)(iii) of the Pooling and Servicing Agreement, (iv) 50% of that portion of any Assumption Fees and any similar fees to which the Master Servicer is entitled under Section 3.12(a)(iv) of the Pooling and Servicing Agreement with respect to the Mortgage Loans or Serviced Companion Loans in connection with matters performed by the Primary Servicer may delegate certain ministerial duties hereunder pursuant to Section 3.01(c)(20) of this Agreement, (such as inspections v) 100% of that portion of any assumption application fees to which the Master Servicer is entitled under Section 3.12(a)(iv) of the Pooling and Servicing Agreement with respect to the Mortgage Loans or financial statement reviews) to contractors; provided that (a) Serviced Companion Loans in connection with matters performed by the Primary Servicer shall remain responsible for the actions pursuant to Section 3.01(c)(20) of such third-party contractors as if it were alone performing such actions and shall pay all this Agreement, (vi) 50% of that portion of any Modification Fees, consent fees and expenses of such third-party contractors; (b) such appointment imposes no additional duty on similar fees to which the Master Servicer; Servicer is entitled under Section 3.12(a)(iv) of the Pooling and Servicing Agreement with respect to the Mortgage Loans or Serviced Companion Loans in connection with matters performed by the Primary Servicer pursuant to Section 3.01(c)(35) of this Agreement, (vii) 50% of that portion of any defeasance fees to which the Master Servicer is entitled under Section 3.12(a)(iv) of the Pooling and Servicing Agreement with respect to the Mortgage Loans or Serviced Companion Loans in connection with matters performed by the Primary Servicer pursuant to Section 3.01(c)(20) of this Agreement and (cviii) 100% of that portion of any beneficiary statement charges and demand fees to which the subject contractor (if it would be a Master Servicer is entitled under Section 3.12(a)(iv) of the Pooling and Servicing Function Participant) is not a Prohibited Party at Agreement with respect to the time of such appointment unless (in the case of this clause (c)) the appointment of such contractor has been expressly approved by the DepositorMortgage Loans or Serviced Companion Loans. The Primary Servicer shall not modify be entitled to Prepayment Interest Excesses, Default Interest or any Mortgage Loan or commence any foreclosure or similar proceedings with respect to any Mortgaged Property without the consent of the Master Servicer, and the Primary Servicer shall other amounts not take any action that the Master Servicer would be prohibited from taking under the Pooling and Servicing Agreementspecifically addressed above in this Section 3.01(c)(23).

Section 3. 2211(a). References to the Master Servicer Servicing Fee shall not be deemed to be references to the Primary Servicer for purposes Servicing Fee and references to the Servicing Fee Rate shall be references to the Primary Servicing Fee Rate. The second paragraph of Section 3.22 of the Pooling and Servicing Agreement. Each provision of Section 3.22 3.11(a) of the Pooling and Servicing Agreement shall be enforceable against the Primary Servicer in accordance with the terms thereof to the extent applicable to a Designated Sub-Servicer or Designated Sub-Servicing Agreementis not incorporated herein. The Primary Servicer may enter into Sub-Servicing Agreements in connection with the Mortgage Loans; provided that each such Sub-Servicing Agreement and Sub-Servicer shall satisfy all requirements and conditions under Section 3.22 of the Pooling and Servicing Agreement applicable to a Sub-Servicing Agreement entered intoIn addition, and Sub-Servicer retained by, the Master Servicer. Without limiting the foregoing, (i) such Sub-Servicing Agreement must be consistent with this Agreement and the Pooling and Servicing Agreement in all material respects; (ii) such Sub-Servicing Agreement must provide that if the Primary Servicer shall for any reason no longer act in such capacity hereunderbe entitled to receive, as additional servicing compensation, to the extent the Master Servicer or its designee or any other successor is entitled to the Master Servicer may either assume or terminate such Sub-Servicing Agreement without any termination fee; (iii) such Sub-Servicing Agreement may not be binding on the Master Servicer or successor (unless assumed as contemplated by clause (ii) above) or the Trust; (iv) the Primary Servicer shall deliver to the Master Servicer copies of all Sub-Servicing Agreements, and any amendments thereto and modifications thereof, entered into by it promptly upon its execution and delivery of such documents, (v) as part of its servicing activities hereunder, the Primary Servicer, for the benefit of the Master Servicer shall (at no expense to the Master Servicer) monitor the performance and enforce the obligations of the Sub-Servicer under such Sub-Servicing Agreement; (vi) such Sub-Servicing Agreement prohibits the Sub-Servicer from modifying any Mortgage Loan or commencing any foreclosure or similar proceedings with respect to any Mortgaged Property without the consent of the Master Servicer and, further, prohibits the Sub-Servicer from taking any action that the Primary Servicer would be prohibited from taking hereunder; (vii) the Primary Servicer shall each remain obligated and liable to the Master Servicer for the performance of its obligations and duties under this Agreement in accordance with the provisions hereof to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans and/or REO Properties for which it is responsible; (viii) the Primary Servicer shall pay the fees of any Sub-Servicer retained by it in accordance with the respective Sub-Servicing Agreement and, in any event, from its own funds (or from funds otherwise then payable to it hereunder); and (ix) such Sub-Servicing Agreement requires the Sub-Servicer to comply with any applicable Regulation AB requirements amounts under the Pooling and Servicing Agreement. Subject , (i) all investment income earned on amounts on deposit in the Primary Servicer Collection Account, the Primary Servicer Companion Distribution Account and certain Servicing Accounts (to the extent consistent with the related Mortgage Loan documents), (ii) 100% of any amounts collected by the Primary Servicer for checks returned for insufficient funds, demand fees or similar items with respect to the Mortgage Loan and the Serviced Companion Loans to the extent the Master Servicer is entitled to such items under Section 3.22 3.11(a) of the Pooling and Servicing Agreement, (iii) 50% of that portion of any Excess Modification Fees, review fees, consent fees, defeasance fees and similar fees to which the Master Servicer is entitled under Section 3.11(a) of the Pooling and Servicing Agreement with respect to the Mortgage Loan and the Serviced Companion Loans whether or not performed by the Primary Servicer, (iv) 50% of that portion of any assumption fees, waiver fees, consent fees, and assumption application fees (or similar fees) to which the Master Servicer is entitled under Section 3.11(a) of the Pooling and Servicing Agreement with respect to the Mortgage Loan and the Serviced Companion Loans whether or not performed by the Primary Servicer, (v) 100% of that portion of any beneficiary statement or demand and other customary charges and amounts collected by the Primary Servicer may delegate certain ministerial duties hereunder (for checks returned for insufficient funds and reasonable review fees in connection with any Mortgagor request to the extent such as inspections or financial statement reviews) review fees are not prohibited under the related Mortgage Loan documents to contractors; provided that (a) the Primary Servicer shall remain responsible for the actions of such third-party contractors as if it were alone performing such actions and shall pay all fees and expenses of such third-party contractors; (b) such appointment imposes no additional duty on which the Master Servicer; Servicer is entitled under Section 3.11(a) of the Pooling and Servicing Agreement with respect to the Mortgage Loan and the Serviced Companion Loans, (vi) 100% of Prepayment Interest Excesses relating to the Mortgage Loans and Servicing Companion Loans to which the Master Servicer is entitled under the Pooling and Servicing Agreement, and (cvii) 100% of that portion of any Penalty Charges relating to late payment charges and 50% of that portion of any Penalty Charges relating to Default Interest, in each case, paid in respect to any delinquent Mortgage Loan or Serviced Companion Loans to which the subject contractor Master Servicer is entitled under Section 3.11(a) of the Pooling and Servicing Agreement (if it would be a other than as required under the Pooling and Servicing Function Participant) is not a Prohibited Party at the time Agreement to cover payment of such appointment unless (in the case interest on Advances or other reimbursement of this clause (cadditional trust fund expenses)) the appointment of such contractor has been expressly approved by the Depositor. The Primary Servicer shall not modify any Mortgage Loan or commence any foreclosure or similar proceedings with respect be entitled to any Mortgaged Property without the consent of the Master Servicer, and the Primary Servicer shall Compensating Interest Payments or other amounts not take any action that the Master Servicer would be prohibited from taking under the Pooling and Servicing Agreementspecifically addressed above in this Section 3.01(c)(18).

Section 3. 2220. References to the Master Servicer shall not be deemed to be references to the Primary Servicer for purposes of Section 3.22 3.20 of the Pooling and Servicing Agreement. Each provision of Section 3.22 3.20 of the Pooling and Servicing Agreement shall be enforceable against the Primary Servicer in accordance with the terms thereof to the extent applicable to a Designated Sub-Servicer or Designated Sub-Servicing Agreementthereof. The Primary Servicer may not enter into Sub-Servicing Agreements in connection with the Mortgage Loans or the Serviced Companion Loans; provided that each such Sub-Servicing Agreement and Sub-Servicer shall satisfy all requirements and conditions under Section 3.22 of the Pooling and Servicing Agreement applicable to a Sub-Servicing Agreement entered into, and Sub-Servicer retained by, the Master Servicer. Without limiting the foregoing, (i) such Sub-Servicing Agreement must be consistent with this Agreement and the Pooling and Servicing Agreement in all material respects; (ii) such Sub-Servicing Agreement must provide that if but the Primary Servicer shall for any reason no longer act in may delegate its duties to agents or Subcontractors so long as the related agreements or arrangements with such capacity hereunder, the Master Servicer agents or its designee or any other successor to the Master Servicer may either assume or terminate such Sub-Servicing Agreement without any termination fee; (iii) such Sub-Servicing Agreement may not be binding on the Master Servicer or successor (unless assumed as contemplated by clause (ii) above) or the Trust; (iv) the Primary Servicer shall deliver to the Master Servicer copies of all Sub-Servicing Agreements, and any amendments thereto and modifications thereof, entered into by it promptly upon its execution and delivery of such documents, (v) as part of its servicing activities hereunder, the Primary Servicer, for the benefit of the Master Servicer shall (at no expense to the Master Servicer) monitor the performance and enforce the obligations of the Sub-Servicer under such Sub-Servicing Agreement; (vi) such Sub-Servicing Agreement prohibits the Sub-Servicer from modifying any Mortgage Loan or commencing any foreclosure or similar proceedings with respect to any Mortgaged Property without the consent of the Master Servicer and, further, prohibits the Sub-Servicer from taking any action that the Primary Servicer would be prohibited from taking hereunder; (vii) the Primary Servicer shall each remain obligated and liable to the Master Servicer for the performance of its obligations and duties under this Agreement in accordance Subcontractors are consistent with the provisions hereof to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans and/or REO Properties for which it is responsible; (viii) the Primary Servicer shall pay the fees of any Sub-Servicer retained by it in accordance with the respective Sub-Servicing Agreement and, in any event, from its own funds (or from funds otherwise then payable to it hereunder); and (ix) such Sub-Servicing Agreement requires the Sub-Servicer to comply with any applicable Regulation AB requirements under Section 3.20 of the Pooling and Servicing Agreement. Subject to Section 3.22 of the Pooling and Servicing Agreement, the Primary Servicer may delegate certain ministerial duties hereunder (such as inspections or financial statement reviews) to contractors; provided that (a) the Primary Servicer shall remain responsible for the actions of such third-party contractors as if it were alone performing such actions and shall pay all fees and expenses of such third-party contractors; (b) such appointment imposes no additional duty on the Master Servicer; and (c) the subject contractor (if it would be a Servicing Function Participant) is not a Prohibited Party at the time of such appointment unless (in the case of this clause (c)) the appointment of such contractor has been expressly approved by the Depositor. The Primary Servicer shall not modify any Mortgage Loan or commence any foreclosure or similar proceedings with respect to any Mortgaged Property without the consent of the Master Servicer, and the Primary Servicer shall not take any action that the Master Servicer would be prohibited from taking under the Pooling and Servicing Agreement. The Primary Servicer may not foreclose any Mortgage or, except as permitted by Section 3.01(c)(14) or (24) of this Agreement, grant any modification, extension, waiver or amendment to any Mortgage Loan or Serviced Companion Loan. This Agreement will be assumed by the Trustee if the Trustee has assumed the duties of the Master Servicer or by a successor Master Servicer without cost or obligation to the assuming party or the Trust Fund, upon the assumption by such party of the obligations of the Master Servicer pursuant to Section 7.02 of the Pooling and Servicing Agreement. In the event the Trustee or any other Person becomes successor master servicer, the Trustee or such successor master servicer shall have the right to terminate this Agreement with or without cause and without a fee. Notwithstanding the foregoing or any other contrary provision in the Pooling and Servicing Agreement, the Trustee and any successor master servicer shall assume this Agreement and (i) the Primary Servicer’s rights and obligations under this Agreement shall expressly survive a termination of the Master Servicer’s servicing rights under the Pooling and Servicing Agreement; provided that this Agreement has not been terminated in accordance with its provisions; (ii) any successor master servicer, including, without limitation, the Trustee (if it assumes the servicing obligations of the Master Servicer) shall be deemed to automatically assume and agree to the this Agreement without further action upon becoming the successor master servicer and (iii) the Pooling and Servicing Agreement may not be modified in any manner which would increase the obligations or limit the rights of the Primary Servicer hereunder and/or under this Agreement, without the prior written consent of the Primary Servicer (which consent shall not be unreasonably withheld).

Section 3. 2211(a). References to the Master Servicer Servicing Fee shall not be deemed to be references to the Primary Servicer for purposes Servicing Fee and references to the Servicing Fee Rate shall be references to the Primary Servicing Fee Rate. The third and fourth paragraphs of Section 3.22 of the Pooling and Servicing Agreement. Each provision of Section 3.22 3.11(a) of the Pooling and Servicing Agreement shall be enforceable against the Primary Servicer in accordance with the terms thereof to the extent applicable to a Designated Sub-Servicer or Designated Sub-Servicing Agreementare not incorporated herein. The Primary Servicer may enter into Sub-Servicing Agreements in connection with the Mortgage Loans; provided that each such Sub-Servicing Agreement and Sub-Servicer shall satisfy all requirements and conditions under Section 3.22 of the Pooling and Servicing Agreement applicable to a Sub-Servicing Agreement entered intoIn addition, and Sub-Servicer retained by, the Master Servicer. Without limiting the foregoing, (i) such Sub-Servicing Agreement must be consistent with this Agreement and the Pooling and Servicing Agreement in all material respects; (ii) such Sub-Servicing Agreement must provide that if the Primary Servicer shall for any reason no longer act in such capacity hereunderbe entitled to receive, as additional servicing compensation, to the extent the Master Servicer or its designee or any other successor is entitled to the Master Servicer may either assume or terminate such Sub-Servicing Agreement without any termination fee; (iii) such Sub-Servicing Agreement may not be binding on the Master Servicer or successor (unless assumed as contemplated by clause (ii) above) or the Trust; (iv) the Primary Servicer shall deliver to the Master Servicer copies of all Sub-Servicing Agreements, and any amendments thereto and modifications thereof, entered into by it promptly upon its execution and delivery of such documents, (v) as part of its servicing activities hereunder, the Primary Servicer, for the benefit of the Master Servicer shall (at no expense to the Master Servicer) monitor the performance and enforce the obligations of the Sub-Servicer under such Sub-Servicing Agreement; (vi) such Sub-Servicing Agreement prohibits the Sub-Servicer from modifying any Mortgage Loan or commencing any foreclosure or similar proceedings with respect to any Mortgaged Property without the consent of the Master Servicer and, further, prohibits the Sub-Servicer from taking any action that the Primary Servicer would be prohibited from taking hereunder; (vii) the Primary Servicer shall each remain obligated and liable to the Master Servicer for the performance of its obligations and duties under this Agreement in accordance with the provisions hereof to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans and/or REO Properties for which it is responsible; (viii) the Primary Servicer shall pay the fees of any Sub-Servicer retained by it in accordance with the respective Sub-Servicing Agreement and, in any event, from its own funds (or from funds otherwise then payable to it hereunder); and (ix) such Sub-Servicing Agreement requires the Sub-Servicer to comply with any applicable Regulation AB requirements amounts under the Pooling and Servicing Agreement. Subject , (i) all investment income earned on amounts on deposit in the Primary Servicer Collection Account and certain Servicing Accounts (to the extent consistent with the related Mortgage Loan documents), (ii) 100% of any amounts collected by the Primary Servicer for checks returned for insufficient funds, demand fees or similar items with respect to the Mortgage Loans and Serviced Companion Loans to the extent the Master Servicer is entitled to such items under Section 3.22 3.11(a) of the Pooling and Servicing Agreement, (iii) 50% of that portion of any Excess Modification Fees, consent fees and similar fees to which the Master Servicer is entitled under Section 3.11(a) of the Pooling and Servicing Agreement with respect to the Mortgage Loans and Serviced Companion Loans in connection with matters performed by the Primary Servicer may delegate certain ministerial duties hereunder pursuant to Section 3.01(c)(24) of this Agreement, (such as inspections iv) 50% of that portion of any assumption fees and assumption application fees (or financial statement reviewssimilar fees) to contractors; provided which the Master Servicer is entitled under Section 3.11(a) of the Pooling and Servicing Agreement with respect to the Mortgage Loans and Serviced Companion Loans, (v) 50% of that (aportion of any defeasance fees to which the Master Servicer is entitled under Section 3.11(a) of the Pooling and Servicing Agreement in connection with matters performed by the Primary Servicer shall remain responsible for pursuant to Section 3.01(c)(24) of this Agreement with respect to the actions Mortgage Loans and Serviced Companion Loans, and (vi) 100% of such third-party contractors as if it were alone performing such actions and shall pay all fees and expenses that portion of such third-party contractors; (b) such appointment imposes no additional duty on any beneficiary statement charges to which the Master Servicer; Servicer is entitled under Section 3.11(a) of the Pooling and (c) Servicing Agreement with respect to the subject contractor (if it would be a Servicing Function Participant) is not a Prohibited Party at the time of such appointment unless (in the case of this clause (c)) the appointment of such contractor has been expressly approved by the DepositorMortgage Loans and Serviced Companion Loans. The Primary Servicer shall not modify any Mortgage Loan or commence any foreclosure or similar proceedings with respect be entitled to any Mortgaged Property without the consent of the Master ServicerPrepayment Interest Excesses, and the Primary Servicer shall Compensating Interest Payments, Default Interest, Penalty Charges, or other amounts not take any action that the Master Servicer would be prohibited from taking under the Pooling and Servicing Agreementspecifically addressed above in this Section 3.01(c)(18).

Section 3. 2220. References to the Master Servicer shall not be deemed to be references to the Primary Servicer for purposes of Section 3.22 3.20 of the Pooling and Servicing Agreement. Each provision of Section 3.22 3.20 of the Pooling and Servicing Agreement shall be enforceable against the Primary Servicer in accordance with the terms thereof to the extent applicable to a Designated Sub-Servicer or Designated Sub-Servicing Agreementthereof. The Primary Servicer may not enter into Sub-Servicing Agreements in connection with the Mortgage Loans; provided that each such Sub-Servicing Agreement and Sub-Servicer shall satisfy all requirements and conditions under Section 3.22 of Loans or the Pooling and Servicing Agreement applicable to a Sub-Servicing Agreement entered intoServiced Companion Loan, and Sub-Servicer retained by, the Master Servicer. Without limiting the foregoing, (i) such Sub-Servicing Agreement must be consistent with this Agreement and the Pooling and Servicing Agreement in all material respects; (ii) such Sub-Servicing Agreement must provide that if but the Primary Servicer shall for any reason no longer act in may delegate its duties to agents or Subcontractors so long as the related agreements or arrangements with such capacity hereunder, the Master Servicer agents or its designee or any other successor to the Master Servicer may either assume or terminate such Sub-Servicing Agreement without any termination fee; (iii) such Sub-Servicing Agreement may not be binding on the Master Servicer or successor (unless assumed as contemplated by clause (ii) above) or the Trust; (iv) the Primary Servicer shall deliver to the Master Servicer copies of all Sub-Servicing Agreements, and any amendments thereto and modifications thereof, entered into by it promptly upon its execution and delivery of such documents, (v) as part of its servicing activities hereunder, the Primary Servicer, for the benefit of the Master Servicer shall (at no expense to the Master Servicer) monitor the performance and enforce the obligations of the Sub-Servicer under such Sub-Servicing Agreement; (vi) such Sub-Servicing Agreement prohibits the Sub-Servicer from modifying any Mortgage Loan or commencing any foreclosure or similar proceedings with respect to any Mortgaged Property without the consent of the Master Servicer and, further, prohibits the Sub-Servicer from taking any action that the Primary Servicer would be prohibited from taking hereunder; (vii) the Primary Servicer shall each remain obligated and liable to the Master Servicer for the performance of its obligations and duties under this Agreement in accordance Subcontractors are consistent with the provisions hereof to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans and/or REO Properties for which it is responsible; (viii) the Primary Servicer shall pay the fees of any Sub-Servicer retained by it in accordance with the respective Sub-Servicing Agreement and, in any event, from its own funds (or from funds otherwise then payable to it hereunder); and (ix) such Sub-Servicing Agreement requires the Sub-Servicer to comply with any applicable Regulation AB requirements under Section 3.20 of the Pooling and Servicing Agreement. Subject to Section 3.22 of the Pooling and Servicing Agreement, the Primary Servicer may delegate certain ministerial duties hereunder (such as inspections or financial statement reviews) to contractors; provided that (a) the Primary Servicer shall remain responsible for the actions of such third-party contractors as if it were alone performing such actions and shall pay all fees and expenses of such third-party contractors; (b) such appointment imposes no additional duty on the Master Servicer; and (c) the subject contractor (if it would be a Servicing Function Participant) is not a Prohibited Party at the time of such appointment unless (in the case of this clause (c)) the appointment of such contractor has been expressly approved by the Depositor. The Primary Servicer shall not modify any Mortgage Loan or commence any foreclosure or similar proceedings with respect to any Mortgaged Property without the consent of the Master Servicer, and the Primary Servicer shall not take any action that the Master Servicer would be prohibited from taking under the Pooling and Servicing Agreement. The Primary Servicer may not foreclose any Mortgage or, except as permitted by Section 3.01(c)(14) or (24) of this Agreement, grant any modification, extension, waiver or amendment to any Mortgage Loan or Serviced Companion Loan. This Agreement will be assumed by the Trustee if the Trustee has assumed the duties of the Master Servicer or by a successor Master Servicer without cost or obligation to the assuming party or the Trust Fund, upon the assumption by such party of the obligations of the Master Servicer pursuant to Section 7.02 of the Pooling and Servicing Agreement. In the event the Trustee or any other Person becomes successor master servicer, the Trustee or such successor master servicer shall have the right to terminate this Agreement with or without cause and without a fee. Notwithstanding the foregoing or any other contrary provision in the Pooling and Servicing Agreement, the Trustee and any successor master servicer shall assume this Agreement and (i) the Primary Servicer’s rights and obligations under this Agreement shall expressly survive a termination of the Master Servicer’s servicing rights under the Pooling and Servicing Agreement; provided that this Agreement has not been terminated in accordance with its provisions; (ii) any successor master servicer, including, without limitation, the Trustee (if it assumes the servicing obligations of the Master Servicer) shall be deemed to automatically assume and agree to the this Agreement without further action upon becoming the successor master servicer and (iii) the Pooling and Servicing Agreement may not be modified in any manner which would increase the obligations or limit the rights of the Primary Servicer hereunder and/or under this Agreement, without the prior written consent of the Primary Servicer (which consent shall not be unreasonably withheld).

Section 3. 2212(a). References to the Master Servicer Servicing Fee shall not be deemed to be references to the Primary Servicer for purposes Servicing Fee and references in the definition of “Servicing Fee” to the Servicing Fee Rate shall be references to the Primary Servicing Fee Rate. The second paragraph of Section 3.22 of the Pooling and Servicing Agreement. Each provision of Section 3.22 3.12(a) of the Pooling and Servicing Agreement shall be enforceable against the Primary Servicer in accordance with the terms thereof to the extent applicable to a Designated Sub-Servicer or Designated Sub-Servicing Agreementis not incorporated herein. The Primary Servicer may enter into Sub-Servicing Agreements in connection with the Mortgage Loans; provided that each such Sub-Servicing Agreement and Sub-Servicer shall satisfy all requirements and conditions under Section 3.22 of the Pooling and Servicing Agreement applicable to a Sub-Servicing Agreement entered intoIn addition, and Sub-Servicer retained by, the Master Servicer. Without limiting the foregoing, (i) such Sub-Servicing Agreement must be consistent with this Agreement and the Pooling and Servicing Agreement in all material respects; (ii) such Sub-Servicing Agreement must provide that if the Primary Servicer shall for any reason no longer act in such capacity hereunderbe entitled to receive, as additional servicing compensation, to the extent the Master Servicer or its designee or any other successor is entitled to the Master Servicer may either assume or terminate such Sub-Servicing Agreement without any termination fee; (iii) such Sub-Servicing Agreement may not be binding on the Master Servicer or successor (unless assumed as contemplated by clause (ii) above) or the Trust; (iv) the Primary Servicer shall deliver to the Master Servicer copies of all Sub-Servicing Agreements, and any amendments thereto and modifications thereof, entered into by it promptly upon its execution and delivery of such documents, (v) as part of its servicing activities hereunder, the Primary Servicer, for the benefit of the Master Servicer shall (at no expense to the Master Servicer) monitor the performance and enforce the obligations of the Sub-Servicer under such Sub-Servicing Agreement; (vi) such Sub-Servicing Agreement prohibits the Sub-Servicer from modifying any Mortgage Loan or commencing any foreclosure or similar proceedings with respect to any Mortgaged Property without the consent of the Master Servicer and, further, prohibits the Sub-Servicer from taking any action that the Primary Servicer would be prohibited from taking hereunder; (vii) the Primary Servicer shall each remain obligated and liable to the Master Servicer for the performance of its obligations and duties under this Agreement in accordance with the provisions hereof to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans and/or REO Properties for which it is responsible; (viii) the Primary Servicer shall pay the fees of any Sub-Servicer retained by it in accordance with the respective Sub-Servicing Agreement and, in any event, from its own funds (or from funds otherwise then payable to it hereunder); and (ix) such Sub-Servicing Agreement requires the Sub-Servicer to comply with any applicable Regulation AB requirements amounts under the Pooling and Servicing Agreement. Subject , (i) all investment income earned on amounts on deposit in the Primary Servicer Collection Account and certain Borrower Accounts (to the extent consistent with the related Loan Documents), (ii) 100% of any amounts collected by the Primary Servicer for checks returned for insufficient funds, demand fees or similar items with respect to the Mortgage Loans to the extent the Master Servicer is entitled to such items under Section 3.22 3.12(a)(iii) of the Pooling and Servicing Agreement, (iii) 50% of that portion of any Modification Fees (or similar fees), consent fees and similar to which the Master Servicer is entitled under Section 3.12(a)(iv) of the Pooling and Servicing Agreement with respect to the Mortgage Loans in connection with matters performed by the Primary Servicer may delegate certain ministerial duties hereunder pursuant to Section 3.01(c)(35) of this Agreement, (such as inspections iv) 50% of that portion of any Assumption Fees and assumption application fees (or financial statement reviewssimilar fees) to contractors; provided that (a) the Primary Servicer shall remain responsible for the actions of such third-party contractors as if it were alone performing such actions and shall pay all fees and expenses of such third-party contractors; (b) such appointment imposes no additional duty on which the Master Servicer; Servicer is entitled under Section 3.12(a)(iv) of the Pooling and Servicing Agreement with respect to the Mortgage Loans, and (cv) 100% of that portion of any beneficiary statement charges to which the subject contractor (if it would be a Master Servicer is entitled under Section 3.12(a)(iv) of the Pooling and Servicing Function Participant) is not a Prohibited Party at Agreement with respect to the time of such appointment unless (in the case of this clause (c)) the appointment of such contractor has been expressly approved by the DepositorMortgage Loans. The Primary Servicer shall not modify any Mortgage Loan or commence any foreclosure or similar proceedings with respect be entitled to any Mortgaged Property without the consent of the Master Servicerdefeasance fees, and the Primary Servicer shall Prepayment Interest Excesses, Default Interest, Penalty Charges, or other amounts not take any action that the Master Servicer would be prohibited from taking under the Pooling and Servicing Agreementspecifically addressed above in this Section 3.01(c)(22).

Section 3. 2211(a). References to the Master Servicer Servicing Fee shall not be deemed to be references to the Primary Servicer for purposes Servicing Fee and references to the Servicing Fee Rate shall be references to the Primary Servicing Fee Rate. The second paragraph of Section 3.22 of the Pooling and Servicing Agreement. Each provision of Section 3.22 3.11(a) of the Pooling and Servicing Agreement shall be enforceable against the Primary Servicer in accordance with the terms thereof to the extent applicable to a Designated Sub-Servicer or Designated Sub-Servicing Agreementis not incorporated herein. The Primary Servicer may enter into Sub-Servicing Agreements in connection with the Mortgage Loans; provided that each such Sub-Servicing Agreement and Sub-Servicer shall satisfy all requirements and conditions under Section 3.22 of the Pooling and Servicing Agreement applicable to a Sub-Servicing Agreement entered intoIn addition, and Sub-Servicer retained by, the Master Servicer. Without limiting the foregoing, (i) such Sub-Servicing Agreement must be consistent with this Agreement and the Pooling and Servicing Agreement in all material respects; (ii) such Sub-Servicing Agreement must provide that if the Primary Servicer shall for any reason no longer act in such capacity hereunderbe entitled to receive, as additional servicing compensation, to the extent the Master Servicer or its designee or any other successor is entitled to the Master Servicer may either assume or terminate such Sub-Servicing Agreement without any termination fee; (iii) such Sub-Servicing Agreement may not be binding on the Master Servicer or successor (unless assumed as contemplated by clause (ii) above) or the Trust; (iv) the Primary Servicer shall deliver to the Master Servicer copies of all Sub-Servicing Agreements, and any amendments thereto and modifications thereof, entered into by it promptly upon its execution and delivery of such documents, (v) as part of its servicing activities hereunder, the Primary Servicer, for the benefit of the Master Servicer shall (at no expense to the Master Servicer) monitor the performance and enforce the obligations of the Sub-Servicer under such Sub-Servicing Agreement; (vi) such Sub-Servicing Agreement prohibits the Sub-Servicer from modifying any Mortgage Loan or commencing any foreclosure or similar proceedings with respect to any Mortgaged Property without the consent of the Master Servicer and, further, prohibits the Sub-Servicer from taking any action that the Primary Servicer would be prohibited from taking hereunder; (vii) the Primary Servicer shall each remain obligated and liable to the Master Servicer for the performance of its obligations and duties under this Agreement in accordance with the provisions hereof to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans and/or REO Properties for which it is responsible; (viii) the Primary Servicer shall pay the fees of any Sub-Servicer retained by it in accordance with the respective Sub-Servicing Agreement and, in any event, from its own funds (or from funds otherwise then payable to it hereunder); and (ix) such Sub-Servicing Agreement requires the Sub-Servicer to comply with any applicable Regulation AB requirements amounts under the Pooling and Servicing Agreement. Subject , (i) all investment income earned on amounts on deposit in the Primary Servicer Collection Account, the Primary Servicer Companion Distribution Account and certain Servicing Accounts (to the extent consistent with the related Mortgage Loan documents), (ii) 100% of any amounts collected by the Primary Servicer for checks returned for insufficient funds, demand fees or similar items with respect to the Mortgage Loan and the Serviced Companion Loans to the extent the Master Servicer is entitled to such items under Section 3.22 3.11(a) of the Pooling and Servicing Agreement, (iii) 50% of that portion of any Excess Modification Fees, review fees, consent fees, and similar fees to which the Master Servicer is entitled under Section 3.11(a) of the Pooling and Servicing Agreement with respect to the Mortgage Loan and the Serviced Companion Loans whether or not performed by the Primary Servicer, (iv) 50% of that portion of any assumption fees, waiver fees, consent fees, defeasance fees and assumption application fees (or similar fees) to which the Master Servicer is entitled under Section 3.11(a) of the Pooling and Servicing Agreement with respect to the Mortgage Loan and the Serviced Companion Loans whether or not performed by the Primary Servicer, (v) 100% of that portion of any beneficiary statement or demand and other customary charges and amounts collected by the Primary Servicer may delegate certain ministerial duties hereunder (for checks returned for insufficient funds and reasonable review fees in connection with any Mortgagor request to the extent such as inspections or financial statement reviews) review fees are not prohibited under the related Mortgage Loan documents to contractors; provided that (a) the Primary Servicer shall remain responsible for the actions of such third-party contractors as if it were alone performing such actions and shall pay all fees and expenses of such third-party contractors; (b) such appointment imposes no additional duty on which the Master Servicer; Servicer is entitled under Section 3.11(a) of the Pooling and Servicing Agreement with respect to the Mortgage Loan and the Serviced Companion Loans, (vi) 50% of Prepayment Interest Excesses relating to the Mortgage Loans and Servicing Companion Loans to which the Master Servicer is entitled under the Pooling and Servicing Agreement, and (cvii) 100% of that portion of any Penalty Charges relating to late payment charges and 50% of that portion of any Penalty Charges relating to Default Interest, in each case, paid in respect to any delinquent Mortgage Loan or Serviced Companion Loans to which the subject contractor Master Servicer is entitled under Section 3.11(a) of the Pooling and Servicing Agreement (if it would be a other than as required under the Pooling and Servicing Function Participant) is not a Prohibited Party at the time Agreement to cover payment of such appointment unless (in the case interest on Advances or other reimbursement of this clause (cadditional trust fund expenses)) the appointment of such contractor has been expressly approved by the Depositor. The Primary Servicer shall not modify any Mortgage Loan or commence any foreclosure or similar proceedings with respect be entitled to any Mortgaged Property without the consent of the Master ServicerCompensating Interest Payments, and the Primary Servicer shall or other amounts not take any action that the Master Servicer would be prohibited from taking under the Pooling and Servicing Agreementspecifically addressed above in this Section 3.01(c)(18).

Section 3. 2220. References to the Master Servicer shall not be deemed to be references to the Primary Servicer for purposes of Section 3.22 3.20 of the Pooling and Servicing Agreement. Each provision of Section 3.22 3.20 of the Pooling and Servicing Agreement shall be enforceable against the Primary Servicer in accordance with the terms thereof to the extent applicable to a Designated Sub-Servicer or Designated Sub-Servicing Agreementthereof. The Primary Servicer may not enter into Sub-Servicing Agreements in connection with the Mortgage Loans; provided that each such Sub-Servicing Agreement and Sub-Servicer shall satisfy all requirements and conditions under Section 3.22 of the Pooling and Servicing Agreement applicable to a Sub-Servicing Agreement entered into, and Sub-Servicer retained by, the Master Servicer. Without limiting the foregoing, (i) such Sub-Servicing Agreement must be consistent with this Agreement and the Pooling and Servicing Agreement in all material respects; (ii) such Sub-Servicing Agreement must provide that if but the Primary Servicer shall for any reason no longer act in may delegate its duties to agents or Subcontractors so long as the related agreements or arrangements with such capacity hereunder, the Master Servicer agents or its designee or any other successor to the Master Servicer may either assume or terminate such Sub-Servicing Agreement without any termination fee; (iii) such Sub-Servicing Agreement may not be binding on the Master Servicer or successor (unless assumed as contemplated by clause (ii) above) or the Trust; (iv) the Primary Servicer shall deliver to the Master Servicer copies of all Sub-Servicing Agreements, and any amendments thereto and modifications thereof, entered into by it promptly upon its execution and delivery of such documents, (v) as part of its servicing activities hereunder, the Primary Servicer, for the benefit of the Master Servicer shall (at no expense to the Master Servicer) monitor the performance and enforce the obligations of the Sub-Servicer under such Sub-Servicing Agreement; (vi) such Sub-Servicing Agreement prohibits the Sub-Servicer from modifying any Mortgage Loan or commencing any foreclosure or similar proceedings with respect to any Mortgaged Property without the consent of the Master Servicer and, further, prohibits the Sub-Servicer from taking any action that the Primary Servicer would be prohibited from taking hereunder; (vii) the Primary Servicer shall each remain obligated and liable to the Master Servicer for the performance of its obligations and duties under this Agreement in accordance Subcontractors are consistent with the provisions hereof to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans and/or REO Properties for which it is responsible; (viii) the Primary Servicer shall pay the fees of any Sub-Servicer retained by it in accordance with the respective Sub-Servicing Agreement and, in any event, from its own funds (or from funds otherwise then payable to it hereunder); and (ix) such Sub-Servicing Agreement requires the Sub-Servicer to comply with any applicable Regulation AB requirements under Section 3.20 of the Pooling and Servicing Agreement. Subject to Section 3.22 of the Pooling and Servicing Agreement, the Primary Servicer may delegate certain ministerial duties hereunder (such as inspections or financial statement reviews) to contractors; provided that (a) the Primary Servicer shall remain responsible for the actions of such third-party contractors as if it were alone performing such actions and shall pay all fees and expenses of such third-party contractors; (b) such appointment imposes no additional duty on the Master Servicer; and (c) the subject contractor (if it would be a Servicing Function Participant) is not a Prohibited Party at the time of such appointment unless (in the case of this clause (c)) the appointment of such contractor has been expressly approved by the Depositor. The Primary Servicer shall not modify any Mortgage Loan or commence any foreclosure or similar proceedings with respect to any Mortgaged Property without the consent of the Master Servicer, and the Primary Servicer shall not take any action that the Master Servicer would be prohibited from taking under the Pooling and Servicing Agreement. The Primary Servicer may not foreclose any Mortgage or, except as permitted by Section 3.01(c)(14) or (24) of this Agreement, grant any modification, extension, waiver or amendment to any Mortgage Loan. This Agreement will be assumed by the Trustee if the Trustee has assumed the duties of the Master Servicer or by a successor Master Servicer without cost or obligation to the assuming party or the Trust Fund, upon the assumption by such party of the obligations of the Master Servicer pursuant to Section 7.02 of the Pooling and Servicing Agreement. In the event the Trustee or any other Person becomes successor master servicer, the Trustee or such successor master servicer shall have the right to terminate this Agreement with or without cause and without a fee. Notwithstanding the foregoing or any other contrary provision in the Pooling and Servicing Agreement, the Trustee and any successor master servicer shall assume this Agreement and (i) the Primary Servicer’s rights and obligations under this Agreement shall expressly survive a termination of the Master Servicer’s servicing rights under the Pooling and Servicing Agreement; provided that this Agreement has not been terminated in accordance with its provisions; (ii) any successor master servicer, including, without limitation, the Trustee (if it assumes the servicing obligations of the Master Servicer) shall be deemed to automatically assume and agree to the this Agreement without further action upon becoming the successor master servicer and (iii) the Pooling and Servicing Agreement may not be modified in any manner which would increase the obligations or limit the rights of the Primary Servicer hereunder and/or under this Agreement, without the prior written consent of the Primary Servicer (which consent shall not be unreasonably withheld).

Section 3. 2208. References (A) For so long as the Primary Servicer is the Special Servicer, and subject to Section 3.01(d) of this Agreement, the Primary Servicer shall perform the obligations of the Master Servicer under such Sections 3.07 and 3.08 of the Pooling and Servicing Agreement (including dealing directly with, and obtaining the consent of, the Special Servicer on matters for which the Pooling and Servicing Agreement requires the Master Servicer to deal with, or obtain the consent of, the Special Servicer) without the approval of the Master Servicer, but subject to all requirements and restrictions set forth in Section 3.08 of the Pooling and Servicing Agreement and Section 3.01(d) of this Agreement; provided, however, that the Primary Servicer shall copy the Master Servicer on all correspondence to the Special Servicer and the Mortgagor regarding such matters and the Primary Servicer shall prepare any package and analysis necessary to obtain any required Rating Agency Confirmation and shall forward such package to the Master Servicer. The Master Servicer shall (not be deemed to be references the Primary Servicer) will deal with the Rating Agencies to the Primary Servicer for purposes of extent required by Section 3.22 3.08 of the Pooling and Servicing Agreement. Each provision The Primary Servicer shall promptly provide copies of any waivers, approvals, assumptions, transfers or other actions contemplated by Section 3.22 3.08 of the Pooling and Servicing Agreement shall be enforceable against (other than defeasance) it effects pursuant to this Section to the Primary Master Servicer in accordance with and the terms thereof Master Servicer will provide notice or copies to the 17g-5 Information Provider and Rating Agencies to the extent applicable to a Designated Sub-Servicer or Designated Sub-required by the Pooling and Servicing Agreement. The Primary Servicer may enter into Sub-Servicing Agreements in connection with the Mortgage Loans; provided that each such Sub-Servicing Agreement and Sub-Servicer shall satisfy promptly forward all requirements and conditions under Section 3.22 of the Pooling and Servicing Agreement applicable requests for defeasance to a Sub-Servicing Agreement entered into, and Sub-Servicer retained by, the Master Servicer. Without limiting the foregoing, (i) such Sub-Servicing Agreement must be consistent with this Agreement and the Pooling and Servicing Agreement in all material respects; (ii) such Sub-Servicing Agreement must provide that if the Primary Servicer shall for any reason no longer act in such capacity hereunder, the The Master Servicer will deal directly or its designee or any other successor to the Master Servicer may either assume or terminate such Sub-Servicing Agreement without any termination fee; (iii) such Sub-Servicing Agreement may not be binding on the Master Servicer or successor (unless assumed as contemplated by clause (ii) above) or the Trust; (iv) the Primary Servicer shall deliver to the Master Servicer copies of all Sub-Servicing Agreements, and any amendments thereto and modifications thereof, entered into by it promptly upon its execution and delivery of such documents, (v) as part of its servicing activities hereunder, the Primary Servicer, for the benefit of the Master Servicer shall (at no expense to the Master Servicer) monitor the performance and enforce the obligations of the Sub-Servicer under such Sub-Servicing Agreement; (vi) such Sub-Servicing Agreement prohibits the Sub-Servicer from modifying any Mortgage Loan or commencing any foreclosure or similar proceedings with respect to any Mortgaged Property without the consent of the Master Servicer and, further, prohibits the Sub-Servicer from taking any action that the Primary Servicer would be prohibited from taking hereunder; (vii) the Primary Servicer shall each remain obligated and liable to the Master Servicer for the performance of its obligations and duties under this Agreement in accordance communicate directly with the provisions hereof to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans and/or REO Properties for which it is responsible; (viii) the Primary Servicer shall pay the fees of any Sub-Servicer retained by it Mortgagor in accordance with the respective Sub-Servicing Agreement and, in any event, from its own funds (or from funds otherwise then payable to it hereunder); and (ix) such Sub-Servicing Agreement requires the Sub-Servicer to comply connection with any applicable Regulation AB requirements under the Pooling and Servicing Agreement. Subject to Section 3.22 of the Pooling and Servicing Agreement, the Primary Servicer may delegate certain ministerial duties hereunder (such as inspections or financial statement reviews) to contractors; provided that (a) the Primary Servicer shall remain responsible for the actions of such third-party contractors as if it were alone performing such actions and shall pay all fees and expenses of such third-party contractors; (b) such appointment imposes no additional duty on the Master Servicer; and (c) the subject contractor (if it would be a Servicing Function Participant) is not a Prohibited Party at the time of such appointment unless (in the case of this clause (c)) the appointment of such contractor has been expressly approved by the Depositor. The Primary Servicer shall not modify any Mortgage Loan or commence any foreclosure or similar proceedings with respect to any Mortgaged Property without the consent of the Master Servicer, and the Primary Servicer shall not take any action that the Master Servicer would be prohibited from taking under the Pooling and Servicing Agreementdefeasance.

Section 3. 2211(a). References to the Master Servicer Servicing Fee shall not be deemed to be references to the Primary Servicer for purposes Sub-Servicing Fee. The second paragraph of Section 3.22 of the Pooling and Servicing Agreement. Each provision of Section 3.22 3.11(a) of the Pooling and Servicing Agreement shall be enforceable against is not incorporated herein. In addition, the Primary Servicer in accordance with the terms thereof to the extent applicable to a Designated Sub-Servicer or Designated Sub-Servicing Agreement. The Primary Servicer may enter into Sub-Servicing Agreements in connection with the Mortgage Loans; provided that each such Sub-Servicing Agreement and Sub-Servicer shall satisfy all requirements and conditions under Section 3.22 of be entitled to receive, as additional servicing compensation, to the Pooling and Servicing Agreement applicable to a Sub-Servicing Agreement entered into, and Sub-Servicer retained by, the Master Servicer. Without limiting the foregoing, (i) such Sub-Servicing Agreement must be consistent with this Agreement and the Pooling and Servicing Agreement in all material respects; (ii) such Sub-Servicing Agreement must provide that if the Primary Servicer shall for any reason no longer act in such capacity hereunder, extent the Master Servicer or its designee or any other successor is entitled to the Master Servicer may either assume or terminate such Sub-Servicing Agreement without any termination fee; (iii) such Sub-Servicing Agreement may not be binding on the Master Servicer or successor (unless assumed as contemplated by clause (ii) above) or the Trust; (iv) the Primary Servicer shall deliver to the Master Servicer copies of all Sub-Servicing Agreements, and any amendments thereto and modifications thereof, entered into by it promptly upon its execution and delivery of such documents, (v) as part of its servicing activities hereunder, the Primary Servicer, for the benefit of the Master Servicer shall (at no expense to the Master Servicer) monitor the performance and enforce the obligations of the Sub-Servicer under such Sub-Servicing Agreement; (vi) such Sub-Servicing Agreement prohibits the Sub-Servicer from modifying any Mortgage Loan or commencing any foreclosure or similar proceedings with respect to any Mortgaged Property without the consent of the Master Servicer and, further, prohibits the Sub-Servicer from taking any action that the Primary Servicer would be prohibited from taking hereunder; (vii) the Primary Servicer shall each remain obligated and liable to the Master Servicer for the performance of its obligations and duties under this Agreement in accordance with the provisions hereof to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans and/or REO Properties for which it is responsible; (viii) the Primary Servicer shall pay the fees of any Sub-Servicer retained by it in accordance with the respective Sub-Servicing Agreement and, in any event, from its own funds (or from funds otherwise then payable to it hereunder); and (ix) such Sub-Servicing Agreement requires the Sub-Servicer to comply with any applicable Regulation AB requirements amounts under the Pooling and Servicing Agreement. Subject , (i) all investment income earned on amounts on deposit in the Sub-Servicer Collection Account and certain Servicing Accounts (to the extent consistent with the related Mortgage Loan documents), (ii) 50% of that portion of late fees (but not Default Interest) on the Mortgage Loans and Serviced Companion Loans to which the Master Servicer is entitled under the Pooling and Servicing Agreement and not required by the Pooling and Servicing Agreement to cover interest on Advances or additional Trust Fund expenses, (iii) 100% of any amounts collected by the Sub-Servicer for checks returned for insufficient funds with respect to the Mortgage Loans and Serviced Companion Loans to the extent the Master Servicer is entitled to such items under Section 3.22 3.11(a) of the Pooling and Servicing Agreement, the Primary Servicer may delegate certain ministerial duties hereunder (such as inspections or financial statement reviewsiv) to contractors; provided 50% of that (a) the Primary Servicer shall remain responsible for the actions portion of such third-party contractors as if it were alone performing such actions and shall pay all any assumption fees and expenses of such third-party contractors; (b) such appointment imposes no additional duty on the Master Servicer; and (c) the subject contractor (if it would be a Servicing Function Participant) is not a Prohibited Party at the time of such appointment unless (in the case of this clause (c)) the appointment of such contractor has been expressly approved by the Depositor. The Primary Servicer shall not modify any Mortgage Loan or commence any foreclosure or similar proceedings with respect fees to any Mortgaged Property without the consent of the Master Servicer, and the Primary Servicer shall not take any action that which the Master Servicer would be prohibited from taking is entitled under Section 3.11(a)(iii) of the Pooling and Servicing Agreement with respect to the Mortgage Loans and Serviced Companion Loans in connection with matters performed by the Sub-Servicer pursuant to Section 3.01(c)(16) of this Agreement, (v) 100% of that portion of any assumption application fees to which the Master Servicer is entitled under Section 3.11(a)(ii) of the Pooling and Servicing Agreement with respect to the Mortgage Loans and Serviced Companion Loans in connection with matters performed by the Sub-Servicer pursuant to Section 3.01(c)(18) of this Agreement, (vi) 50% of that portion of any modification fees, consent fees and similar fees to which the Master Servicer is entitled under Sections 3.11(a)(i) and (iii) of the Pooling and Servicing Agreement with respect to the Mortgage Loans and Serviced Companion Loans in connection with matters performed by the Sub-Servicer pursuant to Section 3.01(c)(26) of this Agreement, (vii) 50% of that portion of any defeasance fees to which the Master Servicer is entitled under Section 3.11(a)(ii) of the Pooling and Servicing Agreement with respect to the Mortgage Loans and Serviced Companion Loans in connection with matters performed by the Sub-Servicer pursuant to Section 3.01(c)(26) of this Agreement and (viii) 100% of that portion of any beneficiary statement charges and demand fees to which the Master Servicer is entitled under Section 3.11(a) of the Pooling and Servicing Agreement with respect to the Mortgage Loans and Serviced Companion Loans. The Sub-Servicer shall not be entitled to Prepayment Interest Excesses, Default Interest or any other amounts not specifically addressed above in this Section 3.01(c)(19).

Section 3. 2211(a). References to the Servicing Fee shall be references to the Sub-Servicing Fee and references to the Servicing Fee Rate shall be references to the Sub-Servicing Fee Rate. All references to the Collection Account shall be references to the Sub-Servicer Collection Account. The Sub-Servicer shall be entitled to retain, and shall not be required to deposit in the Sub-Servicer Collection Account, additional servicing compensation in the form of the following items to the extent collected from the related Mortgagor (the following items together with the items in clauses (a) through (e) below, collectively, “Additional Sub-Servicing Compensation”): (i) 100% of that portion of any Excess Modification Fees to which the Master Servicer is entitled pursuant to Section 3.11(a) of the Pooling and Servicing Agreement collected by the Sub-Servicer in connection with matters performed by the Sub-Servicer pursuant to Section 3.01(c)(24) of this Agreement, (ii) 100% of that portion of any assumption application fees and other similar items to which the Master Servicer is entitled pursuant to Section 3.11(a) of the Pooling and Servicing Agreement collected by the Sub-Servicer in connection with matters performed by the Sub-Servicer pursuant to Section 3.01(c)(15) of this Agreement, (iii) 80% of that portion of any assumption, waiver, consent and earnout fees and other similar fees (other than assumption application fees and defeasance fees) to which the Master Servicer is entitled under Section 3.11(a) of the Pooling and Servicing Agreement collected by the Sub-Servicer in connection with matters performed by the Sub-Servicer pursuant to Section 3.01(c)(15) or Section 3.01(c)(24) of this Agreement, (iv) 100% of that portion of any defeasance fees to which the Master Servicer is entitled under Section 3.11(a) of the Pooling and Servicing Agreement collected by the Sub-Servicer in connection with matters performed by the Sub-Servicer pursuant to Section 3.01(c)(24) of this Agreement, and (v) 100% of any charges for beneficiary statements or demands and other customary charges, and amounts collected for checks returned for insufficient funds to which the Master Servicer is entitled under Section 3.11(a) of the Pooling and Servicing Agreement collected by the Sub-Servicer with respect to the Mortgage Loans or the Serviced Pari Passu Companion Loan. The Sub-Servicer shall be entitled to (a) interest or other income earned on deposits relating to the Trust Fund in the Sub-Servicer Collection Account in accordance with Section 3.01(c)(11) of this Agreement, (b) interest or other income earned on deposits in any Servicing Account maintained by the Sub-Servicer which are not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor, (c) in respect of any Distribution Date, Prepayment Interest Excesses collected on the Mortgage Loans (to the extent not offset by Prepayment Interest Shortfalls with respect to all of the Mortgage Loans (as defined in the Pooling and Servicing Agreement) or required to be paid as Compensating Interest Payments with respect to all of the Mortgage Loans (as defined in the Pooling and Servicing Agreement) and the Serviced Pari Passu Companion Loan), (d) 100% of any charges for processing Mortgagor Requests (other than requests for actions otherwise addressed in this Section 3.01(c)(18)) processed by the Sub-Servicer for which the consent of the Master Servicer is not required under this Agreement, and (e) 100% of any charges for processing Mortgagor Requests (other than requests for actions otherwise addressed in this Section 3.01(c)(18)) processed by the Sub-Servicer for which the consent of the Master Servicer is required under this Agreement. Notwithstanding anything to the contrary herein, the Master Servicer shall be entitled to charge and retain 100% of any reasonable review fees (to the extent such review fees are not prohibited under the related Mortgage Loan documents and only to the extent actually paid by the related Mortgagor) in connection with any Mortgagor request that requires the consent or approval of the Master Servicer or Rating Agency Confirmation. The Sub-Servicer shall not be deemed entitled to be references any Penalty Charges to which the Primary Master Servicer for purposes of Section 3.22 of is entitled pursuant to the Pooling and Servicing Agreement. Each provision of Section 3.22 of the Pooling and Servicing Agreement shall be enforceable against the Primary Servicer in accordance with the terms thereof to the extent applicable to a Designated Sub-Servicer or Designated Sub-Servicing Agreement. The Primary Servicer may enter into Sub-Servicing Agreements in connection with the Mortgage Loans; provided that each such Sub-Servicing Agreement and Sub-Servicer shall satisfy all requirements and conditions under Section 3.22 of the Pooling and Servicing Agreement applicable to a Sub-Servicing Agreement entered into, and Sub-Servicer retained by, the Master Servicer. Without limiting the foregoing, (i) such Sub-Servicing Agreement must be consistent with this Agreement and the Pooling and Servicing Agreement in all material respects; (ii) such Sub-Servicing Agreement must provide that if the Primary Servicer shall for any reason no longer act in such capacity hereunder, the Master Servicer or its designee or any other successor remit to the Master Servicer may either assume or terminate such Sub-Servicing Agreement without any termination fee; (iii) such Sub-Servicing Agreement may not be binding on the Master Servicer or successor (unless assumed as contemplated all additional servicing compensation collected by clause (ii) above) or the Trust; (iv) the Primary Servicer shall deliver to the Master Servicer copies of all Sub-Servicing Agreements, and any amendments thereto and modifications thereof, entered into by it promptly upon its execution and delivery of such documents, (v) as part of its servicing activities hereunder, the Primary Servicer, for the benefit of the Master Servicer shall (at no expense to the Master Servicer) monitor the performance and enforce the obligations of the Sub-Servicer under such Sub-Servicing Agreement; (vi) such Sub-Servicing Agreement prohibits the Sub-Servicer from modifying any Mortgage Loan or commencing any foreclosure or similar proceedings with respect to any Mortgaged Property without the consent of the Master Servicer and, further, prohibits the Sub-Servicer from taking any action that the Primary Servicer would be prohibited from taking hereunder; (vii) the Primary Servicer shall each remain obligated and liable to the Master Servicer for the performance of its obligations and duties under this Agreement in accordance with the provisions hereof to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans and/or REO Properties for which it is responsible; (viii) the Primary Servicer shall pay the fees of any Sub-Servicer retained by it in accordance with the respective Sub-Servicing Agreement and, in any event, from its own funds (or from funds otherwise then payable to it hereunder); and (ix) such Sub-Servicing Agreement requires the Sub-Servicer to comply with any applicable Regulation AB requirements under the Pooling and extent not constituting Additional Sub-Servicing Agreement. Subject to Section 3.22 of the Pooling and Servicing AgreementCompensation, the Primary Servicer may delegate certain ministerial duties hereunder (such as inspections or financial statement reviews) to contractors; provided that (a) the Primary Servicer shall remain responsible for the actions of such third-party contractors as if it were alone performing such actions and shall pay including, without limitation, all fees and expenses of such third-party contractors; (b) such appointment imposes no additional duty on the Master Servicer; and (c) the subject contractor (if it would be a Servicing Function Participant) is not a Prohibited Party at the time of such appointment unless (in the case of this clause (c)) the appointment of such contractor has been expressly approved by the Depositor. The Primary Servicer shall not modify any Mortgage Loan or commence any foreclosure or similar proceedings with respect to any Mortgaged Property without the consent of the Master Servicer, and the Primary Servicer shall not take any action that the Master Servicer would be prohibited from taking under the Pooling and Servicing AgreementPenalty Charges.

Section 3. 2220. References to the Master Servicer shall not be deemed to be references to the Primary Servicer for purposes of Section 3.22 3.20 of the Pooling and Servicing Agreement. Each provision of Section 3.22 3.20 of the Pooling and Servicing Agreement shall be enforceable against the Primary Servicer in accordance with the terms thereof to the extent applicable to a Designated Sub-Servicer or Designated Sub-Servicing Agreementthereof. The Primary Servicer may not enter into Sub-Servicing Agreements in connection with the Mortgage Loan or the Serviced Companion Loans; provided that each such Sub-Servicing Agreement and Sub-Servicer shall satisfy all requirements and conditions under Section 3.22 of the Pooling and Servicing Agreement applicable to a Sub-Servicing Agreement entered into, and Sub-Servicer retained by, the Master Servicer. Without limiting the foregoing, (i) such Sub-Servicing Agreement must be consistent with this Agreement and the Pooling and Servicing Agreement in all material respects; (ii) such Sub-Servicing Agreement must provide that if but the Primary Servicer shall for any reason no longer act in may delegate its duties to agents or Subcontractors so long as the related agreements or arrangements with such capacity hereunder, the Master Servicer agents or its designee or any other successor to the Master Servicer may either assume or terminate such Sub-Servicing Agreement without any termination fee; (iii) such Sub-Servicing Agreement may not be binding on the Master Servicer or successor (unless assumed as contemplated by clause (ii) above) or the Trust; (iv) the Primary Servicer shall deliver to the Master Servicer copies of all Sub-Servicing Agreements, and any amendments thereto and modifications thereof, entered into by it promptly upon its execution and delivery of such documents, (v) as part of its servicing activities hereunder, the Primary Servicer, for the benefit of the Master Servicer shall (at no expense to the Master Servicer) monitor the performance and enforce the obligations of the Sub-Servicer under such Sub-Servicing Agreement; (vi) such Sub-Servicing Agreement prohibits the Sub-Servicer from modifying any Mortgage Loan or commencing any foreclosure or similar proceedings with respect to any Mortgaged Property without the consent of the Master Servicer and, further, prohibits the Sub-Servicer from taking any action that the Primary Servicer would be prohibited from taking hereunder; (vii) the Primary Servicer shall each remain obligated and liable to the Master Servicer for the performance of its obligations and duties under this Agreement in accordance Subcontractors are consistent with the provisions hereof to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans and/or REO Properties for which it is responsible; (viii) the Primary Servicer shall pay the fees of any Sub-Servicer retained by it in accordance with the respective Sub-Servicing Agreement and, in any event, from its own funds (or from funds otherwise then payable to it hereunder); and (ix) such Sub-Servicing Agreement requires the Sub-Servicer to comply with any applicable Regulation AB requirements under Section 3.20 of the Pooling and Servicing Agreement. Subject to Section 3.22 of the Pooling and Servicing Agreement, the Primary Servicer may delegate certain ministerial duties hereunder (such as inspections or financial statement reviews) to contractors; provided that (a) the Primary Servicer shall remain responsible for the actions of such third-party contractors as if it were alone performing such actions and shall pay all fees and expenses of such third-party contractors; (b) such appointment imposes no additional duty on the Master Servicer; and (c) the subject contractor (if it would be a Servicing Function Participant) is not a Prohibited Party at the time of such appointment unless (in the case of this clause (c)) the appointment of such contractor has been expressly approved by the Depositor. The Primary Servicer shall not modify any Mortgage Loan or commence any foreclosure or similar proceedings with respect to any Mortgaged Property without the consent of the Master Servicer, and the Primary Servicer shall not take any action that the Master Servicer would be prohibited from taking under the Pooling and Servicing Agreement. The Primary Servicer may not foreclose any Mortgage or, except as permitted by Section 3.01(c)(14) or (24) of this Agreement, grant any modification, extension, waiver or amendment to any Mortgage Loan or Serviced Companion Loan. This Agreement will be assumed by the Trustee if the Trustee has assumed the duties of the Master Servicer or by a successor Master Servicer without cost or obligation to the assuming party or the Trust Fund, upon the assumption by such party of the obligations of the Master Servicer pursuant to Section 7.02 of the Pooling and Servicing Agreement. Notwithstanding the foregoing or any other contrary provision in the Pooling and Servicing Agreement, any successor Master Servicer (including, without limitation, the Trustee) shall assume this Agreement and (i) the Primary Servicer’s rights and obligations under this Agreement shall expressly survive a termination of the Master Servicer’s servicing rights under the Pooling and Servicing Agreement; provided that this Agreement has not been terminated in accordance with its provisions; (ii) any successor Master Servicer (including, without limitation, the Trustee) shall be deemed to automatically assume and agree to the this Agreement without further action upon becoming the successor Master Servicer and (iii) the Pooling and Servicing Agreement may not be modified in any manner which would increase the obligations or limit the rights of the Primary Servicer hereunder and/or under this Agreement, without the prior written consent of the Primary Servicer (which consent shall not be unreasonably withheld).

Section 3. 22. References to the Master Servicer shall not be deemed to be references to the Primary Servicer for purposes of Section 3.22 of the Pooling and Servicing Agreement. Each provision of Section 3.22 of the Pooling and Servicing Agreement shall be enforceable against the Primary Servicer in accordance with the terms thereof to the extent applicable to a Designated Sub-Servicer or Designated Sub-Servicing Agreementthereof. The Primary Servicer may not enter into Sub-Servicing Agreements in connection with the Mortgage Loans; provided that each such Sub-Servicing Agreement and Sub-Servicer shall satisfy all requirements and conditions under Section 3.22 of the Pooling and Servicing Agreement applicable to a Sub-Servicing Agreement entered into, and Sub-Servicer retained by, the Master Servicer. Without limiting the foregoing, (i) such Sub-Servicing Agreement must be consistent with this Agreement and the Pooling and Servicing Agreement in all material respects; (ii) such Sub-Servicing Agreement must provide that if but the Primary Servicer shall for any reason no longer act in may delegate its duties to agents or Subcontractors so long as the related agreements or arrangements with such capacity hereunder, the Master Servicer agents or its designee or any other successor to the Master Servicer may either assume or terminate such Sub-Servicing Agreement without any termination fee; (iii) such Sub-Servicing Agreement may not be binding on the Master Servicer or successor (unless assumed as contemplated by clause (ii) above) or the Trust; (iv) the Primary Servicer shall deliver to the Master Servicer copies of all Sub-Servicing Agreements, and any amendments thereto and modifications thereof, entered into by it promptly upon its execution and delivery of such documents, (v) as part of its servicing activities hereunder, the Primary Servicer, for the benefit of the Master Servicer shall (at no expense to the Master Servicer) monitor the performance and enforce the obligations of the Sub-Servicer under such Sub-Servicing Agreement; (vi) such Sub-Servicing Agreement prohibits the Sub-Servicer from modifying any Mortgage Loan or commencing any foreclosure or similar proceedings with respect to any Mortgaged Property without the consent of the Master Servicer and, further, prohibits the Sub-Servicer from taking any action that the Primary Servicer would be prohibited from taking hereunder; (vii) the Primary Servicer shall each remain obligated and liable to the Master Servicer for the performance of its obligations and duties under this Agreement in accordance Subcontractors are consistent with the provisions hereof to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans and/or REO Properties for which it is responsible; (viii) the Primary Servicer shall pay the fees of any Sub-Servicer retained by it in accordance with the respective Sub-Servicing Agreement and, in any event, from its own funds (or from funds otherwise then payable to it hereunder); and (ix) such Sub-Servicing Agreement requires the Sub-Servicer to comply with any applicable Regulation AB requirements under the Pooling and Servicing Agreement. Subject to Section 3.22 of the Pooling and Servicing Agreement, the Primary Servicer may delegate certain ministerial duties hereunder (such as inspections or financial statement reviews) to contractors; provided that (a) the Primary Servicer shall remain responsible for the actions of such third-party contractors as if it were alone performing such actions and shall pay all fees and expenses of such third-party contractors; (b) such appointment imposes no additional duty on the Master Servicer; and (c) the subject contractor (if it would be a Servicing Function Participant) is not a Prohibited Party at the time of such appointment unless (in the case of this clause (c)) the appointment of such contractor has been expressly approved by the Depositor. The Primary Servicer shall not modify any Mortgage Loan or commence any foreclosure or similar proceedings with respect to any Mortgaged Property without the consent of the Master Servicer, and the Primary Servicer shall not take any action that the Master Servicer would be prohibited from taking under the Pooling and Servicing Agreement. The Primary Servicer may not foreclose any Mortgage or, except as permitted by Section 3.01(c)(14) or (24) of this Agreement, grant any modification, extension, waiver or amendment to any Mortgage Loan. This Agreement will be assumed by the Trustee if the Trustee has assumed the duties of the Master Servicer or by an successor Master Servicer without cost or obligation to the assuming party or the Trust Fund, upon the assumption by such party of the obligations of the Master Servicer pursuant to Section 7.02 of the Pooling and Servicing Agreement. In the event the Trustee or any other Person becomes successor master servicer, the Trustee or such successor master servicer shall have the right to terminate this Agreement with or without cause and without a fee. Notwithstanding the foregoing or any other contrary provision in the Pooling and Servicing Agreement, the Trustee and any successor master servicer shall assume this Agreement and (i) the Primary Servicer’s rights and obligations under this Agreement shall expressly survive a termination of the Master Servicer’s servicing rights under the Pooling and Servicing Agreement; provided that this Agreement has not been terminated in accordance with its provisions; (ii) any successor master servicer, including, without limitation, the Trustee (if it assumes the servicing obligations of the Master Servicer) shall be deemed to automatically assume and agree to the this Agreement without further action upon becoming the successor master servicer and (iii) the Pooling and Servicing Agreement may not be modified in any manner which would increase the obligations or limit the rights of the Primary Servicer hereunder and/or under this Agreement, without the prior written consent of the Primary Servicer (which consent shall not be unreasonably withheld).

Section 3. 2212(a). References to the Master Servicer Servicing Fee shall not be deemed to be references to the Primary Servicing Fee and references to the Servicing Fee Rate shall be deemed to be references to the Primary Servicing Fee Rate. All references to the Collection Account shall be references to the Primary Servicer for purposes of Section 3.22 Collection Account. The Primary Servicer shall be entitled to retain, and shall not be required to deposit in the Primary Servicer Collection Account, additional servicing compensation in the form of the Pooling and Servicing Agreement. Each provision following amounts to the extent collected from the Mortgagor: (i) 50% of that portion of Excess Modification Fees to which the Master Servicer is entitled under Section 3.22 3.12(a) of the Pooling and Servicing Agreement shall be enforceable against collected by the Primary Servicer in accordance connection with matters performed by the terms thereof to the extent applicable to a Designated Sub-Servicer or Designated Sub-Servicing Agreement. The Primary Servicer may enter into Sub-Servicing Agreements in connection with pursuant to Section 3.01(c)(26) of this Agreement, and (ii) 50% of that portion of waiver fees, earnout fees, Consent Fees and other processing fees to which the Mortgage Loans; provided that each such Sub-Servicing Agreement and Sub-Master Servicer shall satisfy all requirements and conditions is entitled under Section 3.22 3.12(a) of the Pooling and Servicing Agreement collected by the Primary Servicer in connection with matters performed by the Primary Servicer pursuant to Section 3.01(c)(26) of this Agreement. The Primary Servicer shall be entitled to (a) interest or other income earned on deposits relating to the Trust Fund in the Primary Servicer Collection Account in accordance with Section 3.01(c)(10) of this Agreement, (b) interest or other income earned on deposits in any Escrow Account maintained by the Primary Servicer which are not required by applicable law or the Loan Documents to a Sub-Servicing Agreement entered intobe paid to the Mortgagor, (c) 50% of any charges for processing Mortgagor requests (other than requests for actions otherwise addressed in this Section 3.01(c)(17)), (d) 100% of Ancillary Fees, in each case only to the extent actually paid by the Mortgagor, and Sub-Servicer retained by, (e) 50% of that portion of Excess Penalty Charges relating to late fees to which the Master Servicer. Without limiting the foregoing, (iServicer is entitled under Section 3.12(a) such Sub-Servicing Agreement must be consistent with this Agreement and of the Pooling and Servicing Agreement in all material respects; with respect to the Mortgage Loans (iiother than any portion of Excess Penalty Charges relating to late fees accrued during the period such Mortgage Loan is a Specially Serviced Loan) such Sub-Servicing Agreement must provide that if the Primary Servicer shall for any reason no longer act in such capacity hereunder, the Master Servicer or its designee or any other successor to the Master Servicer may either assume or terminate such Sub-Servicing Agreement without any termination fee; (iii) such Sub-Servicing Agreement may not be binding on the Master Servicer or successor (unless assumed as contemplated by clause (ii) above) or the Trust; (iv) the Primary Servicer shall deliver to the Master Servicer copies of all Sub-Servicing Agreements, and any amendments thereto and modifications thereof, entered into by it promptly upon its execution and delivery of such documents, (v) as part of its servicing activities hereunder, the Primary Servicer, for the benefit of the Master Servicer shall (at no expense to the Master Servicer) monitor the performance and enforce the obligations of the Sub-Servicer under such Sub-Servicing Agreement; (vi) such Sub-Servicing Agreement prohibits the Sub-Servicer from modifying any Mortgage Loan or commencing any foreclosure or similar proceedings with respect to any Mortgaged Property without the consent of the Master Servicer and, further, prohibits the Sub-Servicer from taking any action that the Primary Servicer would be prohibited from taking hereunder; (vii) the Primary Servicer shall each remain obligated and liable to the Master Servicer for the performance of its obligations and duties under this Agreement in accordance with the provisions hereof to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans and/or REO Properties for which it is responsible; (viii) the Primary Servicer shall pay the fees of any Sub-Servicer retained by it in accordance with the respective Sub-Servicing Agreement and, in any event, from its own funds (or from funds otherwise then payable to it hereunder); and (ix) such Sub-Servicing Agreement requires the Sub-Servicer to comply with any applicable Regulation AB requirements under the Pooling and Servicing Agreement. Subject to Section 3.22 of the Pooling and Servicing Agreement, the Primary Servicer may delegate certain ministerial duties hereunder (such as inspections or financial statement reviews) to contractors; provided that (a) the Primary Servicer shall remain responsible for the actions of such third-party contractors as if it were alone performing such actions and shall pay all fees and expenses of such third-party contractors; (b) such appointment imposes no additional duty on the Master Servicer; and (c) the subject contractor (if it would be a Servicing Function Participant) is not a Prohibited Party at the time of such appointment unless (participates in the case of this clause (c)) the appointment of realization upon such contractor has been expressly approved by the Depositordelinquent loan. The Primary Servicer shall not modify any Mortgage Loan or commence any foreclosure or similar proceedings with respect be entitled to any Mortgaged Property without the consent of the Master ServicerPrepayment Interest Excess, and the Primary Servicer shall defeasance fees, Assumption Fees, assumption application fees, Default Interest or any other additional servicing compensation not take any action that the Master Servicer would be prohibited from taking under the Pooling and Servicing Agreementspecifically addressed in this Section 3.01(c)(17).