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  Exhibit 10.20    
    


INTERIM
SERVICING AGREEMENT 


among 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,

"Buyer" 


ACRC
LENDER W LLC,

"Seller" 


and



ARES
COMMERCIAL REAL ESTATE SERVICER LLC,

"Servicer" and "Special Servicer" 


Dated
as of December 14, 2011 









 








































 
 

  TABLE OF CONTENTS    
    

 






									
	 
	 	 
	 	 
	 	Page 	 
	 1
	 	DEFINITIONS; RELATIONSHIP TO MASTER REPURCHASE AGREEMENT	 	 	1	 
	 
	 	1.1	 	 Defined Terms
	 	 	1	 
	 
	 	1.2	 	 Understanding Concerning Master Repurchase Agreement
	 	 	7	 
	 2
	 	  RETENTION AND AUTHORITY OF SERVICER AND SPECIAL SERVICER
	 	 	

8	 
	 
	 	2.1	 	 Engagement; Servicing Standard
	 	 	8	 
	 
	 	2.2	 	 Subservicing
	 	 	8	 
	 
	 	2.3	 	 Authority of Servicer and Special Servicer
	 	 	9	 
	 3
	 	  SERVICES TO BE PERFORMED
	 	 	

10	 
	 
	 	3.1	 	 Services as Loan Servicer and Special Servicer
	 	 	10	 
	 
	 	3.2	 	 Escrow Accounts; Collection of Taxes, Assessments and Similar Items
	 	 	11	 
	 
	 	3.3	 	 Collection Account
	 	 	12	 
	 
	 	3.4	 	 Permitted Investments
	 	 	12	 
	 
	 	3.5	 	 Maintenance of Insurance Policies
	 	 	12	 
	 
	 	3.6	 	 Delivery and Possession of Servicing Files
	 	 	13	 
	 
	 	3.7	 	 Inspections
	 	 	14	 
	 
	 	3.8	 	 Exercise of Remedies Upon Investment Defaults
	 	 	14	 
	 
	 	3.9	 	 Transfer of Servicing Between Servicer and Special Servicer; Record Keeping; Asset Status Report
	 	 	14	 
	 4
	 	  STATEMENTS AND REPORTS
	 	 	

17	 
	 
	 	4.1	 	 Reporting by Servicer
	 	 	17	 
	 5
	 	  SERVICER'S AND SPECIAL SERVICER'S COMPENSATION AND EXPENSES
	 	 	

17	 
	 
	 	5.1	 	 Servicing Compensation
	 	 	17	 
	 
	 	5.2	 	 Servicing Expenses
	 	 	18	 
	 
	 	5.3	 	 Special Servicing Compensation
	 	 	18	 
	 6
	 	  SERVICER, BUYER AND SELLER
	 	 	

19	 
	 
	 	6.1	 	 Servicer and Special Servicer Not to Assign; Merger or Consolidation of Servicer and Special Servicer
	 	 	19	 
	 
	 	6.2	 	 Liability and Indemnification of Servicer, Special Servicer and Buyer
	 	 	20	 
	 
	 	6.3	 	 Successors to Servicer and Special Servicer
	 	 	20	 
	 7
	 	  REPRESENTATIONS AND WARRANTIES; DEFAULT
	 	 	

21	 
	 
	 	7.1	 	 Representations and Warranties
	 	 	21	 
	 
	 	7.2	 	 Events of Default
	 	 	23	 
	 8
	 	  TERMINATION; TRANSFER OF INVESTMENTS
	 	 	

25	 
	 
	 	8.1	 	 Termination of Agreement
	 	 	25	 
	 
	 	8.2	 	 Transfer of Investments
	 	 	26	 
	 9
	 	  MISCELLANEOUS PROVISIONS
	 	 	

26	 
	 
	 	9.1	 	 Amendment; Waiver
	 	 	26	 
	 
	 	9.2	 	 Governing Law
	 	 	26	 
	 
	 	9.3	 	 Notices
	 	 	26	 
	 
	 	9.4	 	 Severability of Provisions
	 	 	28	 
	 
	 	9.5	 	 Inspection and Audit Rights
	 	 	28	 
	 
	 	9.6	 	 Binding Effect; No Partnership; Counterparts
	 	 	28	 
	 
	 	9.7	 	 Protection of Confidential Information
	 	 	28	 
	 
	 	9.8	 	 General Interpretive Principles
	 	 	29	 
	 
	 	9.9	 	 Further Agreements
	 	 	29	 




 

 i







 
 
 

  Index of Defined Terms    
    

 






								
	 Accepted Servicing Practices
	 	8	 	 Loan Servicing
	 	10	 
	 Accounts
	 	1	 	 Master Repurchase Agreement
	 	3	 
	 Additional Servicing Compensation
	 	1	 	 Monthly Payment
	 	3	 
	 Affiliate
	 	1	 	 Mortgage
	 	3	 
	 Agreement
	 	1	 	 Note
	 	3	 
	 Appraisal
	 	1	 	 Performing Investment
	 	3	 
	 Appraiser
	 	1	 	 Permitted Investments
	 	4	 
	 Asset Status Report
	 	15	 	 Person
	 	5	 
	 Balloon Investment
	 	2	 	 Qualified Affiliate
	 	5	 
	 Balloon Payment
	 	2	 	 Rating Agency
	 	5	 
	 Best Efforts
	 	2	 	 Responsible Officer
	 	5	 
	 Business Day
	 	2	 	 Seller
	 	1	 
	 Buyer
	 	1	 	 Servicer
	 	1, 5	 
	 Collateral
	 	2	 	 Servicing Expenses
	 	5	 
	 Collection Account
	 	2	 	 Servicing Fee
	 	6	 
	 Corrected Investment
	 	2	 	 Servicing Fee Rate
	 	6	 
	 Directing Party
	 	2	 	 Servicing File
	 	6	 
	 Escrow Account
	 	11	 	 Servicing Transfer Date
	 	6	 
	 Escrow Payment
	 	2	 	 Special Servicer
	 	1, 6	 
	 Event of Default
	 	23	 	 Special Servicing
	 	11	 
	 FIRREA
	 	2	 	 Special Servicing Fee
	 	6	 
	 Income
	 	2	 	 Special Servicing Fee Rate
	 	6	 
	 Insurance and Condemnation Proceeds
	 	2	 	 Special Servicing Transfer Event
	 	6	 
	 Investment
	 	2	 	 Specially Serviced Investment
	 	6, 8	 
	 Investment File
	 	2	 	 Successor
	 	20	 
	 Liquidation Event
	 	3	 	 Underlying Mortgaged Property
	 	7	 
	 Liquidation Expenses
	 	3	 	 Underlying Obligor
	 	7	 
	 Liquidation Fee
	 	3	 	 Workout Fee
	 	7	 
	 Liquidation Fee Rate
	 	3	 	 Workout Fee Rate
	 	7	 
	 Liquidation Proceeds
	 	3	 	 	 	 	 




 

 ii


















































 
 

  INTERIM SERVICING AGREEMENT    
    


        THIS INTERIM SERVICING AGREEMENT ("Agreement") dated as of December 14, 2011, is
among Wells Fargo Bank, National Association, a national banking association ("Buyer"), ACRC LENDER W LLC, a Delaware limited liability company
("Seller"), and ARES COMMERCIAL REAL ESTATE SERVICER LLC, a Delaware limited liability company
("Servicer" and "Special Servicer", as the case may be). 


 
 

  PRELIMINARY STATEMENT    
    


        Buyer desires to engage Servicer and Special Servicer, as the case may be, and Servicer and Special Servicer, as the case may be,
desire to accept such engagement, to service the Investments and related assets that Buyer acquires from time to time in accordance with the provisions of this Agreement. 



        Servicer
and Special Servicer are each independent contractors in the business of servicing mortgage loans, and are not Affiliates of Buyer. 


        This
Agreement shall become effective with respect to each Investment, or appropriate group or portfolio of Investments, upon the related Servicing Transfer Date. 


        NOW,
THEREFORE, in consideration of the recitals in this Preliminary Statement, which are made a contractual part hereof, and of the mutual promises contained herein and for other good
and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 



        1    DEFINITIONS; RELATIONSHIP TO MASTER REPURCHASE AGREEMENT    


        1.1    Defined Terms.    



        Whenever
used in this Agreement, capitalized terms shall have the meanings given to them in the text hereof (refer to the Index of Defined Terms). In addition, the following words and
phrases, unless the context otherwise requires, shall have the following meanings: 


        "Accounts":    The Escrow Accounts and the Collection Account. 


        "Additional Servicing Compensation":    Any amount that Servicer is entitled to be paid or to retain under the terms of this
Agreement, other than the Servicing Fee and reimbursable items. 


        "Appraisal":    With respect to each Underlying Mortgaged Property, an appraisal prepared by an Appraiser and certified by such
Appraiser as having been prepared in accordance with the requirements of the Standards of Professional Practice of the Appraisal Institute and the Uniform Standards of Professional Appraisal Practice
of the Appraisal Foundation, as well as FIRREA. 


        "Appraiser":    An independent professional real estate appraiser reasonably satisfactory to the Directing Party who is a member
in good standing of the American Appraisal Institute, and, if the state in which Underlying Mortgaged Property is located certifies or licenses appraisers, is certified or licensed in such state, and
in each such case, who has a minimum of five years experience in the subject property type. 



        "Affiliate":    With respect to any specified Person, any other Person controlling or controlled by or under common control with
such specified Person. For the purposes of this definition, "control" when used with respect to any specified Person means direct or indirect possession of the power to direct the management and
policies of such Person, whether through the ownership of voting securities, by contract or otherwise and the terms "controlling", "controlled" and "under common control" have meanings correlative to
the foregoing. 


        "Agreement":    This Interim Servicing Agreement, as the same may be modified, supplemented or amended from time to time. 








 

        "Balloon Investment":    Any Investment that does not substantially amortize by its related maturity date. 



        "Balloon Payment":    With respect to each Balloon Investment, the scheduled payment of principal due on the maturity date (less
principal included in the applicable amortization schedule or scheduled Monthly Payment). 


        "Best Efforts":    Efforts determined to be reasonably diligent by Servicer in its reasonable discretion, which efforts do not
require Servicer to enter into any litigation, arbitration or other legal or quasi-legal proceeding or to expend its own funds in excess of an amount determined by Servicer to be commercially
reasonable. 


        "Business Day":    Any day other than (i) a Saturday or Sunday, or (ii) a day in which depository institutions or
trust companies in the States of New York and Illinois or in any of the States in which the Accounts or any accounts used by Buyer for remittance purposes are located, are authorized or obligated by
law, regulation or executive order to remain closed. 


        "Collateral":    With respect to each Investment, the Underlying Mortgaged Property and/or any other property securing the
obligations of the related Underlying Obligor under the documents evidencing the related Investment. 



        "Collection Account":    The "Waterfall Account", as defined in the Master Repurchase Agreement. 


        "Corrected Investment":    Any Specially Serviced Investment that has become current and remained current for three consecutive
Monthly Payments (for such purposes taking into account any modification or amendment of such Investment, whether by a consensual modification or in connection with a bankruptcy, insolvency or similar
proceeding involving the related Underlying Obligor), provided, that no additional default is foreseeable in the reasonable judgment of Special
Servicer. 


        "Directing Party":    During the occurrence and continuance of an Event of Default under the Master Repurchase Agreement, or at
any time the Servicer is no longer acting as Servicer hereunder, Buyer; at any other time, Seller. 


        "Escrow Payment":    Any payment received by Servicer or Special Servicer for the account of any Underlying Obligor for
application toward the payment of taxes, insurance premiums, assessments, ground rents, deferred maintenance, environmental remediation, rehabilitation costs, capital expenditures, and similar items
in respect of the related Mortgaged Property. 


        "FIRREA":    The Financial Institution Reform, Recovery and Enforcement Act of 1989, as amended. 


        "Income":    As defined in the Master Repurchase Agreement. 


        "Insurance and Condemnation Proceeds":    All proceeds paid under any insurance policy or in connection with the full or partial
condemnation of an Underlying Mortgaged Property, in either case, to the extent such proceeds are not applied to the restoration of the related Underlying Mortgaged Property or released to Underlying
Obligor or any tenants or ground lessors, in either case, in accordance with Accepted Servicing Practices. 


        "Investment":    Each of the Purchased Assets, as such term is defined in the Master Repurchase Agreement. 


        "Investment File":    With respect to each Investment, the related Note, the related Mortgage or other security agreements
(whether secured by an interest in property or otherwise) and any 



2







 

and
all other documents executed and delivered in connection with the origination or subsequent modification of such Investment. 


        "Liquidation Expenses":    All customary, reasonable and necessary "out of pocket" costs and expenses incurred by Special
Servicer in connection with a liquidation of any Specially Serviced Investment (including, without limitation, legal fees and expenses, committee or referee fees, and, if applicable, brokerage
commissions and conveyance taxes). 


        "Liquidation Event":    An Investment is liquidated for a full or discounted amount and Servicer or Special Servicer, as
applicable, has determined that all amounts that it expects to recover from or on account of such Investment have been recovered. 


        "Liquidation Fee":    A fee payable to Special Servicer with respect to each Specially Serviced Investment as to which Special
Servicer receives a full or discounted payoff (or an unscheduled partial payment to the extent such prepayment is required by Special Servicer as a condition to a workout) with respect thereto from
the related Underlying Obligor or any Liquidation Proceeds or Insurance and Condemnation Proceeds with respect to the related Investment (in any case, other than amounts for which a Workout Fee has
been paid, or will be payable), equal to the product of the Liquidation Fee Rate and the proceeds of such full or discounted payoff or other partial payment or the Liquidation Proceeds or Insurance
and Condemnation Proceeds related to such liquidated Specially Serviced Investment. 


        "Liquidation Fee Rate":    With respect to each Specially Serviced Investment, a rate equal to 1.00% per annum. 



        "Liquidation Proceeds":    Cash amounts received by or paid to Servicer or Special Servicer, as applicable, in connection with:
(i) the liquidation (including a payment in full) of an Underlying Mortgaged Property, or through a trustee's sale, foreclosure sale, or otherwise, exclusive of any portion thereof required to
be released to the related Underlying Obligor in accordance with applicable law and the terms and conditions of the documents evidencing the related Investment; (ii) the realization upon any
deficiency judgment obtained against Underlying Obligor; (iii) the repurchase by Seller of any Purchased Asset pursuant to the Master Repurchase Agreement or (iv) the purchase of a
Specially Serviced Investment by any lender pursuant to any purchase option set forth in the related intercreditor or participation agreement. 


        "Master Repurchase Agreement":    That certain Master Repurchase and Securities Contract, dated as of December 14, 2011,
by and between Seller and Buyer, as the same may be modified, supplemented or amended from time to time. 


        "Monthly Payment":    With respect to each Investment, the regularly scheduled periodic payment of interest (and, if applicable,
partial amortization of principal) contemplated by the terms of the applicable Note. 



        "Mortgage":    With respect to each Investment, the mortgage, deed of trust or other instrument securing the related Note, which
creates a lien on the real property securing such Note. 


        "Note":    With respect to any Investment, the promissory note or other evidence of indebtedness or agreements evidencing the
indebtedness of an Underlying Obligor under such Investment. 



        "Performing Investment":    Any Investment that is not a Specially Serviced Investment. 



3







 

        "Permitted Investments":    Any one or more of the following obligations or securities having at the time of purchase, or at
such other time as may be specified, the required ratings, if any, provided for in this definition: 



        (a)   direct
obligations of, or guaranteed as to timely payment of principal and interest by, the United States of America or any agency or instrumentality thereof provided
that such obligations are backed by the full faith and credit of the United States of America; 


        (b)   direct
obligations of, or guaranteed as to timely payment of principal and interest by, the Federal Home Loan Mortgage Corporation, the Federal Home Loan Bank, the
Federal National Mortgage Association or the Federal Farm Credit System, provided that any such obligation, at the time of purchase or contractual commitment providing for the purchase thereof, is
qualified by any Rating Agency as an investment of funds backing securities rated "AAA" (or such comparable rating); 



        (c)   demand
and time deposits in or certificates of deposit of, or bankers' acceptances issued by, any bank or trust company, savings and loan association or savings bank,
provided that, in the case of obligations that are not fully insured by the Federal Deposit Insurance Corporation, the commercial paper and/or long term unsecured debt obligations of such depository
institution or trust company (or in the case of the principal depository institution in a holding company system, the commercial paper or long term unsecured debt obligations of such holding company)
have an A-1 rating by S&P (or such similar rating by the other Rating Agencies) for such securities; 



        (d)   general
obligations of or obligations guaranteed by any state of the United States or the District of Columbia receiving the highest long term debt rating available for
such securities by any Rating Agency; 


        (e)   commercial
or finance company paper (including both non interest bearing discount obligations and interest bearing obligations payable on demand or on a specified date
not more than one year after the date of issuance thereof) that is rated by any Rating Agency in its highest short term unsecured debt rating category at the time of such investment or contractual
commitment providing for such investment, and is issued by a corporation the outstanding senior long term debt obligations of which are then rated by any such Rating Agency in its highest long term
unsecured debt rating category; 


        (f)    guaranteed
reinvestment agreements issued by bank, insurance company or other corporation rated in one of the two highest long term unsecured debt rating levels
available to such issuers by any Rating Agency at the time of such investment, provided that any such agreement must by its terms provide that it is terminable by the purchaser without penalty in the
event any such rating is at any time lower than such level; 


        (g)   repurchase
obligations with respect to any security described in clause (a) or (b) above entered into with a depository institution or trust company
(acting as principal) described in clause (c) above; 


        (h)   securities
bearing interest or sold at a discount that are issued by any corporation incorporated under the laws of the United States of America or any state thereof and
rated by any Rating Agency in its highest long term unsecured rating category at the time of such investment or contractual commitment providing for such investment; 



        (i)    units
of taxable money market funds that funds are regulated investment companies, seek to maintain a constant net asset value per share and invest solely in obligations
backed by the full faith and credit of the United States, and have been approved in writing by Buyer as Permitted Investments with respect to this definition; and 




4







 


        (j)    such
other obligations as are approved in writing by Buyer as Permitted Investments. 




        "Person":    Any individual, corporation, limited liability company, partnership, joint venture, estate, association, joint
stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. 


        "Qualified Affiliate":    Any Person (a) that is organized and doing business under the laws of any state of the United
States or the District of Columbia, (b) that is in the business of performing the duties of a servicer of mortgage loans, and (c) as to which 50% or greater of its outstanding voting
stock or equity ownership interest are directly or indirectly owned by Servicer or Special Servicer or by any Person or Persons who directly or indirectly own equity ownership interests in Servicer or
Special Servicer. 


        "Rating Agency":    Each of Standard & Poor's Ratings Services, a division of McGraw Hill, Inc., Moody's Investors
Service, Inc., Fitch, Inc., or any other nationally recognized statistical rating agency. 



        "Responsible Officer":    Any officer, authorized signatory or employee of Buyer, Seller, Servicer or Special Servicer, as the
case may be, involved in or responsible for the administration, supervision or management of this Agreement and whose name and specimen signature appear on a list prepared by each party and delivered
to the other party, as such list may be amended from time to time by either party. 


        "Servicer":    Ares Commercial Real Estate Servicer LLC, a Delaware limited liability company, or any successor Servicer
as herein provided. 


        "Servicing Expenses":    All customary, reasonable and necessary out of pocket costs and expenses paid or incurred in accordance
with Accepted Servicing Practices in connection with Servicer's or Special Servicer's obligations hereunder, including without limitation: 



        (a)   real
estate taxes, assessments and similar charges; 


        (b)   insurance
premiums; 


        (c)   any
expense necessary in order to prevent or cure any violation of applicable laws, regulations, codes, ordinances, rules, orders, judgments, decrees, injunctions or
restrictive covenants; 


        (d)   any
cost or expense necessary in order to maintain or release the lien on each Mortgaged Property and related collateral, including any mortgage registration taxes,
release fees, or recording or filing fees; 


        (e)   customary
expenses for the collection, enforcement or foreclosure of the Investments and the collection of deficiency judgments against Underlying Obligors and
guarantors (including but not limited to the fees and expenses of any trustee under a deed of trust, foreclosure title searches and other lien searches); 


        (f)    costs
and expenses of any appraisals, valuations, inspections, environmental assessments (including but not limited to the fees and expenses of environmental
consultants), audits or consultations, engineers, architects, accountants, on site property managers, market studies, title and survey work and financial investigating services; 



        (g)   customary
expenses for liquidation, restructuring, modification or loan workouts, such as sales brokerage expenses and other costs of conveyance; 


        (h)   costs
and expenses related to travel and lodging, subject to Section 3.7 with respect to property inspections; and 




5







 


        (i)    any
other reasonable costs and expenses, including without limitation, legal fees and expenses, incurred by Servicer or Special Servicer under this Agreement in
connection with the enforcement, collection, foreclosure, disposition, condemnation or destruction of the Investments or related Mortgaged Properties and the performance of Loan Servicing by Servicer
or Special Servicer under this Agreement. 




        "Servicing Fee":    An amount equal to the product of (a) the Servicing Fee Rate and (b) the outstanding principal
balance of each Investment. 


        "Servicing Fee Rate":    0.07% per annum. 


        "Servicing File":    With respect to each Investment, all documents, information and records relating to the Investment that are
necessary to enable Servicer to perform its duties and service the Investment in compliance with the terms of this Agreement, and any additional documents or information related thereto maintained or
created by Servicer. 


        "Servicing Transfer Date":    With respect to each Investment, the date of delivery by Buyer (or Seller on Buyer's behalf) to
Servicer of the related Servicing File. 


        "Specially Serviced Investment":    Any Investment for which a Special Servicing Transfer Event has occurred and such Specially
Serviced Investment has not become a Corrected Investment. 



        "Special Servicer":    Ares Commercial Real Estate Servicer LLC, a Delaware limited liability company, or any successor
special servicer as herein provided. 


        "Special Servicing Fee":    With respect to each Specially Serviced Investment, an amount equal to the product of (a) the
Special Servicing Fee Rate and (b) the outstanding principal balance of such Specially Serviced Investment, as calculated in accordance with  Section 5.3.2 of this Agreement. 



        "Special Servicing Fee Rate":    With respect to each Specially Serviced Investment, 0.25% per annum. 


        "Special Servicing Transfer Event":    With respect to any Investment, the occurrence of any of the following events: 



        (a)   a
payment default shall have occurred at the original maturity date or, if the original maturity date (or original anticipated repayment date) of such Investment has
been extended, a payment default shall have occurred at such extended maturity date (or extended anticipated repayment date); or 


        (b)   any
Monthly Payment is more than 60 days delinquent; or 


        (c)   Servicer
makes a judgment, or receives from Special Servicer a written determination of Special Servicer that a payment default is imminent and is not likely to be cured
by the related Underlying Obligor within 60 days; or 


        (d)   a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state
bankruptcy, insolvency or similar law, or the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings,
or for the winding-up or liquidation of its affairs, is entered against the related Underlying Obligor; provided, that if such decree or
order is discharged or stayed within 60 days of being entered, or if, as to a bankruptcy, the automatic stay is lifted within 60 days of a filing for relief or the case is dismissed,
upon such discharge, stay,
lifting or dismissal such Investment shall no longer be a Specially Serviced Investment (and no Special Servicing Fees, Workout 




6







 


Fees
or Liquidation Fees will be payable with respect thereto and any such fees actually paid shall be reimbursed by Special Servicer); or 


        (e)   the
related Underlying Obligor shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets
and liabilities or similar proceedings of or relating to such Underlying Obligor or of or relating to all or substantially all of its property; or 



        (f)    the
related Underlying Obligor shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any
applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; or 


        (g)   a
default of which Servicer has notice (other than a failure by such Underlying Obligor to pay principal or interest) and which Servicer determines in accordance with
Accepted Servicing Practices may materially and adversely affect the interests of Buyer has occurred and remained unremedied for the applicable grace period specified in the documents evidencing the
related Investment (or if no grace period is specified for those defaults that are capable of cure, 60 days); or 


        (h)   Servicer
has received notice of the foreclosure or proposed foreclosure of any other lien on the related Collateral. 




        "Underlying Mortgaged Property":    As defined in the Master Repurchase Agreement. 


        "Underlying Obligor":    The obligor on a Note. 



        "Workout Fee":    The fee paid to Special Servicer, at the Workout Fee Rate, with respect to each Corrected Investment. 


        "Workout Fee Rate":    With respect to each Corrected Investment, a fee of 1.00% of each collection of interest and principal,
including (i) Monthly Payments, (ii) Balloon Payments and (iii) payments (other than those included in clause (i) or (ii) of this definition) at maturity, received
on each Corrected Investment for so long as it remains a Corrected Investment. 




        1.2    Understanding Concerning Master Repurchase Agreement.    



        The
parties acknowledge that this Agreement is being entered into in accordance with Section 17.01(b) of the Master Repurchase Agreement, and that pursuant to the Master
Repurchase Agreement, Seller has, among other things, sold all of its right, title and interest in the Investments to Buyer, including without limitation all servicing rights with respect thereto. The
parties also acknowledge and agree that nothing in this Agreement shall in any way be construed to derogate from Buyer's rights under the Repurchase Agreement. Without limiting the generality of the
foregoing, none of the Seller, the Servicer or the Special Servicer shall, directly or indirectly, take any action (including without limitation any enforcement actions against any Person with respect
to this Agreement) which would result in a violation of the obligations of any Person under the Master Repurchase Agreement, this Agreement or any other Repurchase Document, or which would otherwise
be inconsistent with the rights of Buyer under the Repurchase Documents. Further, none of the Seller, Servicer or Special Servicer shall have any rights hereunder, including without limitation the
right to enforce this Agreement against any Person, while any default under the Master Repurchase Agreement or any Event of Default by either the Servicer or the Special Servicer shall be continuing. 



7







 

        2    RETENTION AND AUTHORITY OF SERVICER AND SPECIAL SERVICER    


        2.1    Engagement; Servicing Standard.    



        2.1.1  Buyer
hereby engages Servicer and Special Servicer, as the case may be, to perform, and Servicer and Special Servicer, as the case may be, hereby agree to perform,
Loan Servicing and Special Servicing, as applicable, with respect to each of the Investments throughout the term of this Agreement, upon and subject to the terms, covenants and provisions hereof. 


        2.1.2  Each
of Servicer and Special Servicer shall diligently perform its services hereunder (a) in accordance with (i) applicable laws, (ii) the terms
and provisions of the Investment File, (iii) the express terms hereof, and (iv) the customary and usual standards of practice of prudent institutional commercial mortgage loan servicers,
and (b) to the extent consistent with the foregoing requirements, in the same manner in which Servicer and Special Servicer services commercial loans for its own account and for other third
party portfolios of loans similar to the Investments, whichever is higher, but without regard to any relationship that Servicer and Special Servicer or any Affiliate of Servicer and Special Servicer
may have with the related Underlying Obligor or any Affiliate of such Underlying Obligor or to Servicer's and Special Servicer's right to receive compensation for its services hereunder. The servicing
standards described in the preceding sentence are herein referred to as "Accepted Servicing Practices". 


        2.1.3  Without
limiting the foregoing, subject to Section 3.9, Special Servicer shall service and administer any
Investment as to which a Special Servicing Transfer Event has occurred and is continuing (in each case, a "Specially Serviced Investment"); provided,
that Servicer shall continue to receive payments and make all calculations, and prepare, or cause to be prepared, all reports, required hereunder with respect to the Specially Serviced Investments,
except for the reports specified herein as prepared by Special Servicer, as if no Special Servicing Transfer Event had occurred, and to render such services with respect to such Specially Serviced
Investments as are specifically provided for herein; provided, further, however, that Servicer shall not be liable for failure to comply with such duties insofar as such failure results from a failure
of Special Servicer to provide sufficient information to Servicer to comply with such duties or failure by Special Servicer to otherwise comply with its obligations hereunder. Each Investment that
becomes a Specially Serviced Investment shall continue as such until satisfaction of the conditions specified in Section 3.9. Without limiting
the foregoing, subject to Section 3.9, Servicer shall service and administer all Investments that are not Specially Serviced Investments. Special
Servicer shall make the inspections, use its reasonable efforts to collect the statements and forward to Servicer and Seller reports in respect of the related Underlying Mortgage Properties, with
respect to Specially Serviced Investments in accordance with, and to the extent required by, Accepted Servicing Practices. After notification to Servicer, Special Servicer may contact any Underlying
Obligor of any Performing Investment if efforts by Servicer to collect required financial information have been unsuccessful or any other issues remain unresolved. Such contact shall be coordinated
through and with the cooperation of Servicer. 




        2.2    Subservicing.    



        To
the extent necessary for Servicer to comply with any applicable laws, regulations, codes or ordinances relating to Servicer's Loan Servicing obligations hereunder, Servicer or Special
Servicer, as the case may be, may subservice to any Person any of its Loan Servicing obligations hereunder; provided,  however, that any such appointment of
a sub-servicer shall be subject to the prior written approval of Buyer and  provided, further, however, that Servicer or Special Servicer, as the case may be, shall provide oversight and supervision with
regard to the
performance of all subcontracted services and any subservicing agreement shall be consistent with and subject to the provisions of this Agreement. Neither the existence of any subservicing agreement
nor any of the provisions of this Agreement relating to subservicing shall relieve Servicer or Special Servicer, as the case may 



8







 

be,
of its obligations to Buyer and Seller hereunder. Notwithstanding any such subservicing agreement, Servicer or Special Servicer, as the case may be, shall be obligated to the same extent and under
the same terms and conditions as if Servicer or Special Servicer, as the case may be, alone were servicing the related Investments in accordance with the terms of this Agreement. Servicer or Special
Servicer, as the case may be, shall be solely liable for all fees owed by it to any subservicer, regardless of whether Servicer's or Special Servicer's, as the case may be, compensation hereunder is
sufficient to pay such fees. Buyer and Seller shall have no obligation or liability to any subservicer as a result of Buyer's entry into this Agreement. Each subservicing agreement must be in writing
and provide that it automatically terminates or otherwise no longer applies to any of the Investments, without payment of any termination fee by Buyer and Seller, upon the termination of this
Agreement. Servicer or Special Servicer, as the case may be, at its own expense, shall provide Buyer and Seller with copies of all subservicing agreements upon request. Each sub-servicer
must be authorized to transact business in the applicable state(s), if, and to the extent, required by applicable law to enable the sub-servicer to perform its obligations hereunder and
under the applicable sub-servicing agreement. 




        2.3    Authority of Servicer and Special Servicer.    



        2.3.1  In
performing its Loan Servicing obligations hereunder, Servicer or Special Servicer, as the case may be, shall, except as otherwise provided herein and subject to the
terms of this Agreement, have full power and authority, acting alone or through others, to take any and all actions in connection with such Loan Servicing or Special Servicing that it deems necessary
or appropriate. Without limiting the generality of the foregoing, Servicer or Special Servicer, as the case may be, is hereby authorized and empowered by Buyer when Servicer or Special Servicer, as
the case may be, deems it appropriate in its best judgment, to execute and deliver, on behalf of Buyer (a) any and all financing statements, continuation statements and other documents or
instruments necessary to maintain the lien of each Mortgage on the related Mortgaged Property and any other related collateral; and (b) any and all instruments of satisfaction or cancellation,
or of partial or full release or discharge and all other comparable instruments with respect to each of the Investments; provided,  however, that Servicer
or Special Servicer, as the case may be, shall notify Buyer and Seller in writing in the event that Servicer or Special Servicer,
as the case may be, intends to execute and deliver any such instrument referred to in clause (b) above and, except in connection with any payment in full of any Investment, shall proceed with
such course of action only upon receipt of the Directing Party's written approval thereof. The Directing Party agrees to cooperate with Servicer or Special Servicer, as the case may be, by either
executing and delivering to Servicer or Special Servicer, as the case may be, from time to time (i) powers of attorney evidencing Servicer's or Special Servicer's, as the case may be, authority
and power under this Section, or (ii) such documents or instruments deemed necessary or appropriate by Servicer or Special Servicer, as the case may be, to enable Servicer or Special Servicer,
as the case may be, to carry out its Loan Servicing or Special Servicing obligations hereunder. 



        2.3.2  In
the performance of its Loan Servicing or Special Servicing obligations hereunder, Servicer or Special Servicer, as the case may be, shall take any action that is
directed by the Directing Party that relates to Servicer's Loan Servicing obligations under this Agreement or, as appropriate, to Special Servicer's Special Servicing obligations under this Agreement;  provided, however, that Servicer or Special Servicer, as the case may be, shall not be obligated to
take, or to refrain from taking, any action that the Directing Party requests that Servicer or Special Servicer, as the case may be, take or refrain from taking to the extent that Servicer or Special
Servicer, as the case may be, determines in its reasonable and good faith judgment that such action or inaction (i) may cause a violation of applicable laws, regulations, codes, ordinances,
court orders or restrictive covenants with respect to any Investment, Underlying Obligor or Mortgaged Property; or 



9







 

(ii) may
cause a violation of any provision of the Master Repurchase Agreement, the applicable Note or any other document securing or evidencing such Investment. 



        2.3.3  Notwithstanding
anything to the contrary contained in the foregoing or any other provision of this Agreement, unless Servicer has obtained the prior written consent of
Buyer, neither Servicer nor Special Servicer shall take any of the following actions with respect to any Investment on behalf of Buyer: 



        A.    any
Material Modification, as defined in the Master Repurchase Agreement; 


        B.    responding
to any notices or requests in connection with the bankruptcy of a Underlying Obligor; or 



        C.    the
taking of any action to initiate, prosecute and manage foreclosure proceedings and other legal proceedings related thereto in connection with any Investment pursuant
to Section 3.8. 





        3    SERVICES TO BE PERFORMED    


        3.1    Services as Loan Servicer and Special Servicer.    



        3.1.1  Servicer
hereby agrees to serve as the loan servicer with respect to each of the Investments and to perform Loan Servicing as described below and as otherwise provided
herein, upon and subject to the terms of this Agreement. Subject to any limitation of authority under Section 2.3, "Loan
Servicing" shall mean those services pertaining to the Investments that, applying Accepted Servicing Practices, are required hereunder to be performed by Servicer, and that
shall include: 



        A.    reviewing
all available documents pertaining to the Investments, organizing, administering and maintaining the Servicing Files, and inputting all relevant information
into Servicer's loan servicing computer system; 


        B.    preparing
and filing or recording all financing statements, continuation statements and other documents or instruments and taking such other action necessary to maintain
the lien of any Mortgage on the related Mortgaged Property; 


        C.    monitoring
each Underlying Obligor's maintenance of insurance coverage on each Mortgaged Property as required by the related Investment File and causing to be maintained
adequate insurance coverage on each Mortgaged Property in accordance with Section 3.5; 


        D.    monitoring
the status of real estate taxes, assessments and other similar items and verifying the payment of such items for each Mortgaged Property in accordance with  Section 3.2; 


        E.    preparing
and delivering all reports and information required hereunder; 



        F.     procuring
and supervising the services of third parties (other than subservicers pursuant to Section 2.2) necessary
or appropriate in connection with the servicing of the Investments by Servicer; 


        G.    collecting
all payments due under the Investments (including, without limitation, principal and interest and tax and insurance payments), performing payment processing,
record keeping, administration of escrow and other accounts, interest rate adjustment, and other routine customer service functions; 



        H.    monitoring
any casualty losses or condemnation proceedings and administering any proceeds related thereto in accordance with the related Investment File; 


        I.     inspecting
the Mortgaged Properties in accordance with Section 3.7; 




10













 



































 




        J.     transferring
the Servicing Files in connection with the termination of this Agreement; and notifying all Underlying Obligors of the appropriate place for communications
and payments, and collecting and monitoring all payments made with respect to the Investments. 


        K.    handling
requests from Underlying Obligors. 


        L.    processing
advance requests; 


        M.   the
approval of new leases of rental space in any of the Underlying Mortgaged Properties, but only to the extent that such leases involve less than the greater of either
30,000 square feet or thirty percent (30%) of the total net rentable area in the Underlying Mortgaged Property in question; and 


        N.    entering
into modifications of the documents evidencing a particular Investment, but only if such modification is in the best interests of Seller and Buyer and also is
not a Material Modification that has not been approved by Buyer. 




        3.1.2  Special
Servicer agrees to serve as Special Servicer with respect to each Special Serviced Investment as provided herein in accordance with Accepted Servicing
Practices (such services, "Special Servicing"). Notwithstanding the foregoing, in no event shall the existence of provisions dealing with Special
Servicing in this Agreement shall be construed to waive or otherwise adversely affect any of the rights and remedies of Buyer under the Master Repurchase Agreement. 




        3.2    Escrow Accounts; Collection of Taxes, Assessments and Similar Items.    



        3.2.1  With
respect to the Investments, and subject to and as required by the terms of the related Investment File, Servicer shall establish and maintain one or more
segregated accounts with Buyer (each, an "Escrow Account") into which any or all Escrow Payments shall be deposited within two Business Days after
receipt and identification. Escrow Accounts shall be denominated either "Ares Commercial Real Estate Servicer LLC as agent for ACRC Lender W LLC, together with its respective successors
or assigns" or "[insert name of appropriate borrower] Ares Commercial Real Estate Servicer LLC as agent for ACRC Lender W LLC, together with its respective
successors or assigns". Servicer shall notify Buyer in writing of the location and account number of each Escrow Account it establishes and shall notify Buyer prior to any change thereof, and Servicer
shall maintain such account at a branch of Buyer, in any event. Withdrawals of amounts from an Escrow Account may be made, subject to any express provisions to the contrary herein, applicable laws,
and to the terms of the related Investment File governing the use of the Escrow Payments, only: (i) to effect payment of taxes, assessments, insurance premiums, ground rents and other items
required or permitted to be paid from escrow; (ii) to refund to Underlying Obligors any sums determined to be in excess of the amounts required to be deposited therein; (iii) to pay
interest, if required under the Investment File, to Underlying Obligors on balances in the Escrow Accounts; (iv) to pay to Servicer from time to time any interest or investment income earned on
funds deposited therein pursuant to Section 3.4; (v) to apply funds to the indebtedness of the Investment in accordance with the terms
thereof; (vi) to reimburse Servicer or Special Servicer for any Servicing Expense for which Escrow Payments should have been made by Underlying Obligors, but only from amounts received on the
Investment that represent late collections of Escrow Payments thereunder; (vii) to withdraw any amount deposited in the Escrow Accounts that was not required to be deposited therein; or
(viii) to clear and terminate the Escrow Accounts at the termination of this Agreement. 


        3.2.2  Servicer
shall maintain accurate records with respect to each Mortgaged Property reflecting the status of taxes, assessments and other similar items that are or may
become a lien thereon and the status of insurance premiums payable with respect thereto as well as the payment of ground rents with respect to each ground lease (to the extent such information is
reasonably available). To the extent that the related Investment File requires Escrow Payments to be made by 



11







 

a
Underlying Obligor, Servicer shall use Best Efforts to obtain, from time to time, all bills for the payment of such items, and shall effect payment prior to the applicable penalty or termination
date, employing for such purpose Escrow Payments paid by Underlying Obligor pursuant to the terms of the Investment and deposited in the related Escrow Account by Servicer. To the extent that the
Investment does not require an Underlying Obligor to make Escrow Payments, Servicer shall use its Best Efforts to require that any such payment be made by Underlying Obligors prior to the applicable
penalty or
termination date. Subject to Section 3.5 with respect to the payment of insurance premiums, if a Underlying Obligor fails to make any such
payment on a timely basis or collections from Underlying Obligor are insufficient to pay any such item when due, the amount of any shortfall shall be paid by Servicer as a Servicing Expense. 




        3.3    Collection Account.    



        With
respect to the Investments, Servicer shall deposit all Income, other than Escrow Payments or payments described in  Section 5.1.2, into the Collection Account, in accordance with the terms of the
Master Repurchase Agreement. 




        3.4    Permitted Investments.    



        Servicer
or Special Servicer, as the case may be, may direct any depository institution or trust company in which the Accounts are maintained to invest the funds held therein in one or
more Permitted Investments; provided, however, that such funds shall be either (i) immediately
available or (ii) available in accordance with a schedule that will permit Servicer or Special Servicer, as the case may be, to meet its obligations hereunder. Servicer or Special Servicer, as
the case may be, shall be entitled to all income and gain realized from the investment of funds deposited in the Accounts. Servicer or Special Servicer, as the case may be, shall deposit from its own
funds in the applicable Account the amount of any loss incurred in respect of any such investment of funds immediately upon the realization of such loss. Notwithstanding the foregoing, Servicer or
Special Servicer, as the case may be, shall not direct the investment of funds held in any Escrow Account and retain the income and gain realized therefrom if the related Investment File or applicable
law requires that Underlying Obligor to be entitled to the income and gain realized from the investment of funds deposited therein. In such event, Servicer or Special Servicer, as the case may be,
shall direct the depository institution or trust company in which such Escrow Accounts are maintained to invest the funds held therein (1) in accordance with Underlying Obligor's written
investment instructions, if the Investment File or applicable law require such funds to be invested in accordance with Underlying Obligor's direction; and (2) in accordance with Buyer's written
investment instructions, if the Investment File and applicable law do not permit Underlying Obligor to direct the investment of such funds; provided,  however, that in either event (i) such funds shall be either (y) immediately available or (z) available in accordance with a
schedule that will permit Servicer or Special Servicer, as the case may be, to meet the payment obligations for which the Escrow Account was established, and (ii) Servicer or Special Servicer,
as the case may be, shall have no liability for any loss in investments of such funds that are invested pursuant to such written instructions by Buyer. 




        3.5    Maintenance of Insurance Policies.    



        3.5.1  Servicer
shall use its Best Efforts to cause Underlying Obligor of each Investment to maintain for each Investment such insurance as is required to be maintained
pursuant to the related Investment File. If Underlying Obligor fails to maintain such insurance, then Servicer shall notify Buyer and Seller
of such breach and, to the extent available at commercially reasonable rates, cause to be maintained (i) fire and hazard insurance with extended coverage in an amount that is at least equal to
the lesser of the current principal balance of such Investment and the replacement cost of the improvements that are a part of the related Mortgaged Property, (ii) to the extent required by the
terms of the Investment File, earthquake or other special hazard 



12







 

insurance,
and (iii) to the extent that the Mortgaged Property is located in a federally designated special flood hazard area, flood insurance in respect thereof, in each case with insurers
meeting the minimum standards set forth in the related Investment File or, if no such standards are expressed, as approved in writing by the Directing Party. Such flood insurance shall be in an amount
equal to the lesser of (y) the unpaid principal balance of the related Investment or (z) the maximum amount of such insurance as is available for the related Mortgaged Property under the
National Flood Insurance Act. After notifying Buyer pursuant to the second preceding sentence, Servicer shall take such action as Buyer reasonably requests with respect to the maintenance of any other
forms of insurance that are required to be maintained pursuant to the related Investment File, except to the extent that such insurance is not available at commercially reasonable rates. All such
policies shall be endorsed with standard mortgagee clauses with loss payable to Buyer and its assigns, and shall be in an amount sufficient to avoid the application of any co-insurance
clause. The costs of maintaining the insurance policies that Servicer is required to maintain pursuant to this Section shall be paid by Servicer as a Servicing Expense. 


        3.5.2  Servicer
may fulfill its obligation to maintain insurance, as provided in Section 3.5.1, through a master force
placed insurance policy, the cost of which shall be paid by Servicer as a Servicing Expense, provided that such cost is limited to the incremental cost
of such policy allocable to such Mortgaged Property (i.e., other than any minimum or standby premium payable for such policy whether or not any
Mortgaged Property is then covered thereby, which shall be paid by Servicer. Such master force placed insurance policy may contain a deductible clause, in which case Servicer shall, in the event that
there shall not have been maintained on the related Mortgaged Property a policy otherwise complying with the provisions of Section 3.5.1, and
there shall have been one or more losses that would have been covered by such a policy had it been maintained, immediately deposit into the related Collection Account from its own funds the amount not
otherwise payable under the master force placed insurance policy because of such deductible to the extent that such deductible exceeds the deductible limitation required under the related Investment
File, or, in the absence of such deductible limitation, the deductible limitation that is consistent with Accepted Servicing Practices. 


        3.5.3  Each
of Servicer and Special Servicer shall keep in force, at its own expense during the term of this Agreement, a policy or policies of insurance in form and amounts
that are consistent with Accepted Servicing Practices, covering loss occasioned by the errors and omissions of Servicer's or
Special Servicer's officers and employees in connection with its obligations hereunder. Upon the request of Buyer or Seller, Servicer shall cause to be delivered to Buyer and/or Seller, as applicable,
a copy of each insurance policy. Servicer shall promptly report in writing to Buyer and Seller any material changes that may occur in such policy or policies. All such insurance shall be maintained
with an insurance company having a claims paying ability of no less than "A" from Standard & Poor's or any other rating agency approved by Buyer in Buyer's reasonable discretion. No provision
of this Section requiring such fidelity bond and errors and omissions insurance shall diminish or relieve Servicer or Special Servicer, as applicable, from its duties and obligations as set forth in
this Agreement. 




        3.6    Delivery and Possession of Servicing Files.    



        On
or before the related Servicing Transfer Date, Seller, on behalf of Buyer, shall deliver or cause to be delivered to Servicer (i) a Servicing File with respect to each
Investment; and (ii) the amounts, if any, received by Seller representing Escrow Payments previously made by Underlying Obligors. Servicer shall promptly acknowledge receipt of the Servicing
File and Escrow Payments for the Investments and shall promptly deposit such Escrow Payments in the Escrow Accounts established pursuant to this Agreement. The contents of each Servicing File
delivered to Servicer are and shall be held in trust by Servicer for the benefit of Buyer as the owner thereof; Servicer's possession of the contents of each Servicing File so delivered is for the
sole purpose of servicing the related Investment; and such 


13







 

possession
by Servicer shall be in a custodial capacity only. Servicer shall release its custody of the contents of any Servicing File only in accordance with written instructions from Buyer, and upon
request of Buyer, Servicer shall deliver to Buyer the Servicing File or a copy of any document contained therein; provided,  however, that if Servicer is
unable to perform its Loan Servicing obligations with respect to the related Investment after any such release or delivery
of the Servicing File, then Servicer's responsibilities for Loan Servicing with respect to such Investment may be terminated immediately by Servicer upon written notice to Buyer and Seller.
Notwithstanding the foregoing, Servicer shall make delivery of the Servicing File to Seller instead of Buyer, in the event that the delivery is made on account of the repurchase of a Purchased Asset
pursuant to the Master Repurchase Agreement. 


        3.7    Inspections.    


        Servicer
shall perform or cause to be performed a physical inspection of each Mortgaged Property in accordance with Accepted Servicing Practices at least annually or if (a) the
related Investment becomes delinquent for a period of 60 days or more, (b) Buyer or Seller requests such an inspection, or (c) Servicer, with the approval of the Directing Party,
determines that it is prudent to conduct such an inspection. Servicer shall prepare a written report in form and substance reasonably acceptable to the
Directing Party, of each such inspection and shall promptly deliver a copy of such report to Buyer and Seller. The reasonable out of pocket expenses incurred by Servicer in connection with any such
inspections (including any out of pocket expenses related to travel and lodging and any charges incurred through the use of a qualified third party to perform such services) shall be paid as a
Servicing Expense; provided, however, that with respect to the annual inspection of any Mortgaged
Property, such expenses shall be borne by Servicer. 


        3.8    Exercise of Remedies Upon Investment Defaults.    


        Upon
the failure of any Underlying Obligor to make any required payment of principal, interest or other amounts due under a Investment, or otherwise to perform fully any material
obligations under any of the related Investment File, in either case within any applicable grace period, Servicer shall, upon discovery of such failure, promptly notify Buyer and Seller in writing. As
directed in writing by the Directing Party in each instance, Servicer shall issue notices of default, declare events of default, declare due the entire outstanding principal balance, and otherwise
take all reasonable actions (that do not constitute Special Services) under the related Investment in preparation for Special Servicer to realize upon the underlying collateral; provided, however,
that in no event shall Servicer acquire any Mortgaged Property on behalf of Buyer, by foreclosure or otherwise, without the prior written approval of Buyer. In the event that title to any of the
Mortgaged Properties is acquired by Buyer, Seller or Persons designated by Buyer, Seller or by a third party at a foreclosure or trustee's sale, the servicing rights and obligations of Servicer with
respect to the related Investment shall terminate, unless Buyer and Servicer have agreed pursuant to Section 3.1 that Servicer shall perform
Special Services with respect to any such Mortgaged Property. 


        3.9    Transfer of Servicing Between Servicer and Special Servicer; Record Keeping; Asset Status Report.    



        3.9.1  Upon
the occurrence of any Special Servicing Transfer Event with respect to any Investment of which Servicer has notice, Servicer shall on the same day give notice
thereof to Special Servicer, Buyer and Seller, and shall use its reasonable efforts to provide Special Servicer with all information, documents (but excluding the original documents constituting the
Servicing File) and records (including records stored electronically on computer tapes, magnetic discs and the like) relating to such Investment, as applicable, and reasonably requested by Special
Servicer to enable it to assume its duties hereunder with respect thereto without acting through a sub-servicer. Servicer shall use its reasonable efforts to comply with the preceding
sentence within five Business Days of the date such Investment becomes a Specially Serviced Investment and in any event shall continue to act as Servicer and administrator of such Investment until
Special Servicer has 



14







 

commenced
the servicing of such Investment, which shall occur upon the receipt by Special Servicer of the information, documents and records referred to in the preceding sentence. With respect to each
Investment, Servicer shall instruct the related Underlying Obligor to continue to remit all payments in respect of such Investment to Servicer. Notwithstanding the preceding sentence, with respect to
each Investment that becomes a Specially Serviced Investment, Special Servicer may instruct the related Underlying Obligor to remit all payments in respect of such Investment to Special Servicer,
provided that the payee in respect of such payments shall remain Servicer. Special Servicer shall remit to Servicer any such payments received by it pursuant to the preceding sentence within one
Business Day of receipt. Servicer shall forward any notices it would otherwise send to Underlying Obligor of a Specially Serviced Investment to Special Servicer who shall send such notice to the
related Underlying Obligor. 


        3.9.2  Upon
determining that a Specially Serviced Investment has become a Corrected Investment, Special Servicer shall on the same day give notice thereof to Servicer and
shall deliver to Servicer information reasonably necessary for Servicer to resume servicing, and upon giving such notice and information reasonably necessary for Servicer to resume servicing, such
Investment shall cease to be a Specially Serviced Investment in accordance with the first proviso of the definition of Specially Serviced Investment, Special Servicer's obligation to service such
Investment shall terminate and the obligations of Servicer to service and administer such Investment as a Performing Investment shall resume. In addition, if the related Underlying Obligor has been
instructed, pursuant to the preceding paragraph, to make payments to Special Servicer, then upon such determination, Special Servicer shall instruct the related Underlying Obligor to remit all
payments in respect of such corrected Investment directly to Servicer. 


        3.9.3  In
servicing any Specially Serviced Investment, Special Servicer shall provide to Buyer and Seller copies of all documents included within the definition of "Servicing
File" and, upon request by Buyer or Seller, copies of any additional related Investment information, including correspondence with the related Investment, and Special Servicer shall promptly provide
copies of all of the foregoing to Servicer as well as copies of any analysis or internal review prepared by or for the benefit of Special Servicer. 


        3.9.4  Not
later than two Business Days preceding each date on which Servicer is required to furnish reports under  Section 4.1, Special Servicer shall deliver to Servicer and Seller a written statement
describing, on an
investment-by-investment basis, (i) the amount of all payments on account of interest received on each Specially Serviced Investment, the amount of all payments on
account of principal, including principal prepayments, on each Specially Serviced Investment, and the amount of net insurance proceeds and Net Liquidation Proceeds received with respect to each
Specially Serviced Investment (it being understood and agreed that to the extent this information is provided in accordance with Section 4.1,
Special Servicer's reporting obligations shall be
deemed to be satisfied) and (ii) such additional information relating to the Specially Serviced Investments as Servicer or the Buyer or Seller reasonably requests to enable it to perform its
duties under this Agreement. Such statement and information shall be furnished to Servicer in writing and/or in such electronic media as is acceptable to Servicer. 



        3.9.5  Notwithstanding
the provisions of the preceding Section 3.9.4, Servicer shall maintain ongoing payment records
with respect to each of the Specially Serviced Investments and shall provide Special Servicer with any information reasonably required by Special Servicer to perform its duties under this Agreement.
Special Servicer shall provide Servicer with any information reasonably required by Servicer to perform its duties under this Agreement. 


        3.9.6  No
later than 60 days after an Investment becomes a Specially Serviced Investment, Special Servicer shall deliver to Buyer and Seller a report (the
"Asset Status Report") with respect 



15







 

to
such Investment and the related Collateral. Such Asset Status Report shall set forth the following information to the extent reasonably determinable: 



        A.    date
of transfer of servicing of such Investment to Special Servicer; 


        B.    summary
of the status of such Specially Serviced Investment and any negotiations with the related Underlying Obligor; 


        C.    a
discussion of the legal and environmental considerations reasonably known to Special Servicer, consistent with Accepted Servicing Practices, that are applicable to the
exercise of remedies as aforesaid and to the enforcement of any related guaranties or other collateral for the related Investment and whether outside legal counsel has been retained; 


        D.    the
most current rent roll and income or operating statement available for the Underlying Mortgaged Property; 



        E.    Special
Servicer's recommendations on how such Specially Serviced Investment might be returned to performing status (including the modification of a monetary term, and
any work-out, restructure or debt forgiveness) and returned to Servicer for regular servicing or foreclosed or otherwise realized upon (including any proposed sale of a Specially Serviced
Investment); 


        F.     a
copy of the last obtained Appraisal of the Underlying Mortgaged Property; and 


        G.    such
other information as Special Servicer deems relevant in light of Accepted Servicing Practices. 





        If
within ten Business Days of receiving an Asset Status Report, Buyer does not disapprove such Asset Status Report in writing, Special Servicer shall implement the recommended action as
outlined in such Asset Status Report; provided, however, that Special Servicer may not take any action that is contrary to applicable law, this
Agreement, the Master Repurchase Agreement, Accepted Servicing Practices (taking into consideration the best interests of Buyer) or the terms of the documents evidencing the related Investment. If
Buyer disapproves such Asset Status Report within such ten-Business-Day period, Special Servicer will revise such Asset Status Report and deliver to Buyer a new Asset Status
Report as soon as practicable, but in no event later than 20 Business Days after such disapproval. Special Servicer shall revise such Asset Status Report until Buyer fails to disapprove such revised
Asset Status Report in writing within ten Business Days of receiving such revised Asset Status Report. Special Servicer may, from time to time, modify any Asset Status Report it has previously
delivered and implement such report, provided such report shall have been prepared, reviewed and not rejected pursuant to the terms of this Section, and in particular, shall modify and resubmit such
Asset Status Report to Buyer (or Seller, as applicable) if (i) the estimated sales proceeds, foreclosure proceeds, work-out or restructure terms or anticipated debt forgiveness
varies materially from the amount on which the original report was based or (ii) the related Underlying Obligor becomes the subject of bankruptcy proceedings. Notwithstanding the foregoing,
Special Servicer may, following the occurrence of an extraordinary event with respect to the related Collateral, take any action set forth in such Asset Status Report before the expiration of a
ten-Business-Day period if Special Servicer has reasonably determined that failure to take such action would materially and adversely affect the interests of Buyer and it has
made a reasonable effort to contact Buyer, Practices, and, upon making such determination, shall implement the recommended action. Notwithstanding the foregoing, it is understood that the Asset Status
Report and associated procedures described above are not intended to replace or satisfy any specific consent or approval right that Buyer may have. Without limiting the generality of the foregoing,
nothing in any of the foregoing shall be construed to permit the Servicer or the Special Servicer to take any action inconsistent with the understanding set forth in  Section 1.2 or any of the
actions described in Section 2.3.3 without the prior written
consent of Buyer. 


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        Special
Servicer shall have the authority to meet with Underlying Obligor for any Specially Serviced Investment and take such actions consistent with Accepted Servicing Practices and the
related Asset Status Report. Special Servicer shall not take any action inconsistent with the related Asset Status Report, unless such action would be required in order to act in accordance with
Accepted Servicing Practices, this Agreement, applicable law or the documents evidencing the related Investment. 


        4    STATEMENTS AND REPORTS    


        4.1    Reporting by Servicer.    



        4.1.1  As
soon as available, but in no event later than the earlier of (x) the time period contemplated by the Master Repurchase Agreement and
(y) 30 days after the end of the previous month, Servicer shall render to Buyer and Seller a report reflecting activity with respect to the Investments as of the close of business for
the preceding calendar month (or, in the case of the first calendar month, the Servicing Transfer Date) in a format and containing such information as Buyer and Seller shall reasonably require, which
shall include a written report of Servicer's review and analysis of all materials collected in accordance with Section 4.1.1 of this Agreement.
Such report shall be made available in both written and electronic format. 


        4.1.2  Annually,
Servicer shall prepare and file the reports of foreclosures and abandonments of any Mortgaged Property and the annual information returns with respect to
each Underlying Obligor's debt service payments under the Investments as required by Sections 6050J and  6050H, respectively, of the Internal Revenue
Code and the rules and regulations promulgated thereunder, as amended. 


        4.1.3  Not
later than twenty days after each calendar month, Servicer shall forward to Buyer and Seller a statement setting forth the status of the Escrow Account as of the
close of business on the last day of such calendar month showing, for the preceding calendar month the aggregate of deposits into and withdrawals from the Escrow Account. 



        4.1.4  Servicer
shall use its Best Efforts to promptly collect from each Underlying Obligor (and forward on to Buyer and Seller), the property operating statements, rent
rolls, financial statements and other financial reports that are required to be delivered by Underlying Obligor pursuant to the related Investment File. 




        5    SERVICER'S AND SPECIAL SERVICER'S COMPENSATION AND EXPENSES    


        5.1    Servicing Compensation.    



        5.1.1  As
consideration for servicing the Investments subject to this Agreement, Servicer shall be entitled to a Servicing Fee for each Investment (other than a Specially
Serviced Investment) remaining subject to this Agreement during any calendar month or part thereof. Such Servicing Fee shall be payable monthly on the date that is one Business Day prior to the
Remittance Date (as defined in the Master Repurchase Agreement). Servicer may pay itself the Servicing Fee on the date that is one Business Day prior to the Remittance Date in the manner set forth in
Section 5.01 of the Master Repurchase Agreement. The right to receive the Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of Servicer's
responsibilities and obligations under this Agreement. 


        5.1.2  As
further compensation for its activities hereunder, Servicer shall be entitled to retain and shall not be required to deposit into the Collection Account any
payments or collections received by it with respect to an Investment from the related Underlying Obligor that represent amounts so paid or collected over and above any other amounts then due with
respect to such Investment and that constitute reimbursement for Servicing Expenses actually collected. 



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        5.1.3  Servicer
shall, prior to the occurrence of an Event of Default under the Master Repurchase Agreement, be entitled to retain, and shall not be required to deposit in
the Collection Account pursuant to Section 3.3, Additional Servicing Compensation in the form of 100% of modification, assumption, waiver and
consent fees, to the extent any such fees are actually collected from the related Underlying Obligor with respect to an Investment and represent amounts so collected over and above any other amounts
then due with respect to such Investment. In addition, Servicer shall be entitled to retain as Additional Servicing Compensation, other customary charges, and amounts collected for checks returned for
insufficient funds, in each case only to the extent actually paid by the related Underlying Obligor, and Servicer shall not be required to deposit such amounts in the Collection Account pursuant to  Section 3.3. 


        5.1.4  Servicer
shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder and shall not be entitled to reimbursement thereof
except as specifically provided for herein. 


        5.1.5  Each
of the Servicer and the Special Servicer acknowledges that it has been appointed hereunder on an interim basis as an accommodation by Buyer in connection with the
transactions contemplated by the Master Repurchase Agreement and any provisions of this Agreement regarding compensation or reimbursement of expenses are subject in all respects to the terms of the
Master Repurchase Agreement. 




        5.2    Servicing Expenses.    


        Notwithstanding
any other provision hereof, Servicer shall obtain the written approval of Buyer prior to incurring any Servicing Expense; provided, however, that until notified otherwise
by Buyer, Servicer need not obtain such approval with respect to any Servicing Expense that is (i) incurred by Servicer pursuant to  Sections 3.2.2 or 3.5 or (ii) made for any purposes other than those described in
item (i) above, is not over $25,000 and is made in an emergency situation to preserve and protect the Mortgaged Property or the safety of the public in connection with such Mortgaged Property
or (iii) made for any purpose other than those described in clauses (i) or (ii) above and is not more than $5,000 per item. 


        In
the event there are insufficient funds collected from the related Underlying Obligor to permit the payment of any Servicing Expenses, Servicer shall make advances from its own funds
with respect to the payment of such expenses, in which event Servicer shall be reimbursed for such advances solely to the extent of any payments described in  Section 5.1.2 received from the related
Underlying Obligor as reimbursement for such Servicing Expense. 


        5.3    Special Servicing Compensation.    



        5.3.1  As
compensation for its activities hereunder, Special Servicer shall be entitled to receive the Special Servicing Fee with respect to each Specially Serviced
Investment. As to each Specially Serviced Investment, the Special Servicing Fee shall accrue from time to time at the Special Servicing Fee Rate and shall be computed on the basis of the stated
principal balance of such Specially Serviced Investment and in the same manner as interest is calculated on the Specially Serviced Investments and, in connection with any partial month interest
payment, for the same period respecting which any related interest payment due on such Specially Serviced Investment is computed. The Special Servicing Fee shall be payable monthly, on an
asset-by-asset basis, in accordance with the procedures for the payment of the Servicing Fee to Servicer pursuant to  Section 5.1. The right to receive the Special Servicing Fee may not be
transferred in whole or in part except in connection with the transfer of
all of Special Servicer's responsibilities and obligations under this Agreement. Special Servicer shall be required to pay all expenses related to Special Servicer's internal costs, consisting of
overhead and employees' expenses incurred by it in 



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connection
with its servicing activities hereunder, and shall not be entitled to reimbursement thereof except as specifically provided for herein. 



        5.3.2  Servicer
shall not be required to deposit into the Collection Account in accordance with Section 3.3 any
Additional Servicing Compensation in the form of 100% of all fees with respect to application, assumption, extension, modification, waiver and consent, in each case, received on any Specially Serviced
Investments to the extent such fees are paid by Underlying Obligor. Special Servicer shall also be entitled to Additional Servicing Compensation in the form of a Workout Fee with respect to each
Corrected Investment at the Workout Fee Rate on such Investment for so long as it remains a Corrected Investment. The Workout Fee with respect to any Corrected Investment will cease to be payable if
such loan again becomes a Specially Serviced Investment; provided that a new Workout Fee will become payable if and when such Specially Serviced Investment again becomes a Corrected Investment. If
Special Servicer is terminated or resigns, it shall retain the right to receive any and all Workout Fees payable in respect of Investment that became Corrected Investments prior to the time of such
termination or resignation, except the Workout Fees will no longer be payable if the Investment subsequently becomes a Specially Serviced Investment. If Special Servicer resigns or is terminated
(other than for cause), it will receive any Workout Fees payable on Specially Serviced Investments for which the resigning or terminated Special Servicer had cured the event of default through a
modification, restructuring or workout negotiated by Special Servicer and evidenced by a signed writing with respect to which one scheduled payment has been made, but that had not as of the time
Special Servicer resigned or was terminated become a Corrected Investment solely because the related Underlying Obligor had not had sufficient time to make three consecutive timely Monthly Payments
and that subsequently becomes a Corrected Investment as a result of Underlying Obligor making such three consecutive timely Monthly Payments. The successor Special Servicer will not be entitled to any
portion of such Workout Fees. A Liquidation Fee will be payable with respect to each Specially Serviced Investment as to which Special Servicer receives a full or discounted payoff (or an unscheduled
partial payment to the extent such prepayment is required by Special Servicer as a condition to a workout) with respect thereto from the related Underlying Obligor or any Liquidation Proceeds or
Insurance and Condemnation Proceeds subject to the exceptions set forth in the definition of Liquidation Fee (such Liquidation Fee to be paid out of such Liquidation Proceeds, or Insurance and
Condemnation Proceeds, as appropriate). Notwithstanding anything to the contrary described above, no Liquidation Fee will be payable and Special Servicer shall not be entitled to any such Liquidation
Fee hereunder based on, or out of, Liquidation Proceeds received in connection with (y) any event described in clauses (iii) or (iv) of the definition of "Liquidation Proceeds" or
(z) unless otherwise agreed to by Special Servicer, the sale of any Specially Serviced Investment consummated less than ten Business Days after the occurrence of the related Special Servicing
Transfer Event. If, however, Liquidation Proceeds or Insurance and Condemnation Proceeds are received with respect to any Corrected Investment and Special Servicer is properly entitled to a Workout
Fee, such Workout Fee will be payable based on and out of the portion of such Liquidation Proceeds and Insurance and Condemnation Proceeds that constitute principal and/or interest on such Investment.
Notwithstanding anything herein to the contrary, Special Servicer shall be entitled to receive only a Liquidation Fee or a Workout Fee, but not both, with respect to proceeds on any Investment. 




        6    SERVICER, BUYER AND SELLER    


        6.1    Servicer and Special Servicer Not to Assign; Merger or Consolidation of Servicer and Special Servicer.    


        Except
as otherwise provided for in this Section or in Section 2.2, Servicer and/or Special Servicer may not assign this Agreement
or any of its rights, powers, duties or obligations hereunder without the written consent of Buyer and Seller; provided,  however, that Servicer and/or
Special Servicer may assign 


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this
Agreement to a Qualified Affiliate without the written consent of Buyer or Seller as long as Servicer or Special Servicer remain obligated to the same extent and under the same terms and
conditions as if Servicer or Special Servicer alone was servicing the related Investments in accordance with the terms of this Agreement. 



        Servicer
and Special Servicer may be merged or consolidated with or into any Person, or transfer all or substantially all of its assets to any Person, in which case any Person resulting
from any merger or consolidation to which it shall be a party, or any Person succeeding to its business shall be the successor of Servicer and Special Servicer hereunder, and shall be deemed to have
assumed all of the liabilities of Servicer and Special Servicer hereunder. 


        6.2    Liability and Indemnification of Servicer, Special Servicer and Buyer.    



        Neither
Servicer, Special Servicer nor any of their Affiliates or any of the directors, officers, employees or agents thereof shall be under any liability to Buyer, Seller or any third
party for taking or refraining from taking any action, in good faith pursuant to or in connection with this Agreement, or for errors in judgment;  provided, however, that this provision shall not protect Servicer or any such Person against any
liability that would otherwise be imposed on Servicer or any such Person by reason of Servicer's or Special Servicer's willful misfeasance, bad faith, breach or gross negligence in the performance of
its duties hereunder. Servicer, Special Servicer and any director, officer, employee or agent thereof may rely in good faith on any document of any kind that, prima facie, is properly executed and
submitted by any appropriate Person respecting any matters arising hereunder. In the event that Servicer or Special Servicer sustains any loss, liability or expense by reason of such exception and
that results from any overcharges to Underlying Obligors under the Investments, to the extent that such overcharges were collected by Servicer or Special Servicer and remitted to Buyer, Buyer shall
promptly remit such overcharge to the related Underlying Obligor after Buyer's receipt of written notice from Servicer or Special Servicer regarding such overcharge. 


        Buyer,
Seller and any director, officer, employee or agent thereof shall be indemnified and held harmless by Servicer or Special Servicer against any loss, liability or expense incurred,
including reasonable attorneys' fees, by reason of (i) Servicer's or Special Servicer's willful misfeasance, bad faith, breach or gross negligence in the performance of its duties hereunder or
(ii) a breach of Servicer's representations and warranties set forth in Section 7.1. Buyer and any director, officer, employee or agent
thereof shall be indemnified and held harmless by Seller, Servicer and Special Servicer against any loss, liability or expense incurred, including reasonable attorneys' fees, by reason of
(i) Seller's willful misfeasance, bad faith, breach or gross negligence in the performance of its duties hereunder or (ii) a breach of Seller's representations and warranties set forth
in this Agreement. 


        The
provisions of this Section shall survive any termination of the rights and obligations of Servicer and Special Servicer hereunder. 


        6.3    Successors to Servicer and Special Servicer.    



        6.3.1  Following
the termination or resignation of the Servicer or Special Servicer, Buyer shall identify and retain a successor servicer or special servicer, as applicable,
subject to the terms of the Master Repurchase Agreement. Such successor servicer or special servicer, as the case may be, shall be referred to herein as the
"Successor". The Successor shall be the successor in all respects to Servicer or Special Servicer, as the case may be, in its capacity as Servicer or
Special Servicer under this Agreement and the transactions set forth or provided for herein and shall have all the rights and powers and be subject to all the responsibilities, duties and liabilities
relating thereto placed on Servicer or Special Servicer, as the case may be, accruing after such termination; provided, however, that any failure to
perform such duties or responsibilities caused by Servicer's or Special Servicer's failure to comply with Section 7.1 shall not be considered a
default by the Successor hereunder. In its capacity as Successor, the Successor shall have the same limitation of 



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liability
herein granted to Servicer or Special Servicer, as the case may be. In connection with any such appointment and assumption, Buyer may make such arrangements for the compensation of such
Successor as it and such Successor shall agree. Servicer or Special Servicer, as the case may be, shall cooperate with the Successor, once appointed, to take such reasonable action, consistent with
this Agreement, to effectuate any such succession. 


        6.3.2  Subject
to the provisions of Section 6.1, neither Servicer nor Special Servicer shall resign from the
obligations and duties hereby imposed on it, except in the event that (i) its duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable
law with any other activities carried on by it or (ii) a successor servicer or special servicer approved by Buyer, has assumed Servicer's or Special Servicer's as applicable, responsibilities
and obligations. Except for a resignation under clause 6.3.2(i) herein, no resignation by Servicer or Special Servicer under this Agreement shall
become effective until the Successor shall have assumed Servicer's or Special Servicer's, as the case may be, responsibilities and obligations. Resignation under  clause 6.3.2(i) shall be effective
within 30 days of such notice, unless applicable law requires Servicer's or Special Servicer's
resignation to be immediate. 




        7    REPRESENTATIONS AND WARRANTIES; DEFAULT    


        7.1    Representations and Warranties.    



        7.1.1  Servicer
hereby makes the following representations and warranties to Buyer and Seller: 



        A.    Due Organization, Qualification and Authority.    Servicer is a limited liability company duly organized,
validly existing and in good standing under the laws of the State of Delaware, and is duly qualified to transact business, in good standing and licensed in each state to the extent necessary to ensure
the enforceability of each Investment and to perform its duties and obligations under this Agreement in accordance with the terms of this Agreement; Servicer has the full power, authority and legal
right to execute and deliver this Agreement and to perform in accordance herewith; Servicer has duly authorized the execution, delivery and performance of this Agreement and has duly executed and
delivered this Agreement; this Agreement constitutes the valid, legal, binding obligation of Servicer, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy,
insolvency, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally and by general principles of equity (regardless of whether such
enforcement is considered in a proceeding in equity or at law); 



        B.    No Conflicts.    Neither the execution and delivery of this Agreement, nor the fulfillment of or compliance with
the terms and conditions of this Agreement by Servicer, will (i) conflict with or result in a breach of any of the terms, conditions or provisions of Servicer's certificate of formation, or
operating agreement, or any agreement or instrument to which Servicer is now a party or by which it (or any of its properties) is bound, or constitute a default or result in an acceleration under any
of the foregoing; (ii) conflict with or result in a breach of any legal restriction applicable to Servicer if compliance therewith is necessary (a) to ensure the enforceability of any
Investment, or (b) for Servicer to perform its obligations under this Agreement in accordance with the terms hereof; (iii) result in the violation of any law, rule, regulation, order,
judgment or decree to which Servicer or its property is subject if compliance therewith is necessary (a) to ensure the enforceability of any Investment, or (b) for Servicer to perform
its obligations under this Agreement in accordance with the terms hereof; or (iv) result in the creation or imposition of any lien, charge or encumbrance that would have a material
adverse effect upon any of its property pursuant to the terms of any mortgage, contract, deed of trust or other instrument, or materially impair the ability of Buyer, to realize on the Investments; 




21







 


        C.    No Litigation Pending.    There is no action, suit, or proceeding pending or to Servicer's knowledge threatened
against Servicer that, either in any one instance or in the aggregate, would draw into question the validity of this Agreement or the Investments, or would be likely to impair materially the ability
of Servicer to perform its duties and obligations under the terms of this Agreement; 



        D.    No Consent Required.    No consent, approval, authorization or order of, or registration or filing with, or
notice to, any court or governmental agency or body having jurisdiction or regulatory authority over Servicer is required for (i) Servicer's execution and delivery of, this Agreement, or
(ii) the consummation of the transactions contemplated by this Agreement, or, to the extent required, such consent, approval, authorization, order, registration, filing or notice has been
obtained, made or given (as applicable), except that Servicer may not be duly qualified to transact business as a foreign corporation or licensed in one or more states if such qualification or
licensing is not necessary (a) to ensure the enforceability of any Investment, or (b) for Servicer to perform its obligations under this Agreement in accordance with the terms hereof. 




        7.1.2  Special
Servicer hereby makes the following representations and warranties to Buyer and Seller: 



        A.    Due Organization, Qualification and Authority.    Special Servicer is a limited liability company duly
organized, validly existing and in good standing under the laws of the State of Delaware, and is duly qualified to transact business and is in good standing and licensed in each state to the extent
necessary to ensure the enforceability of each Investment and to perform its duties and obligations under this Agreement in accordance with the terms of this Agreement; Special Servicer has the full
power, authority and legal right to execute and deliver this Agreement and to perform in accordance herewith; Special Servicer has duly authorized the execution, delivery and performance of this
Agreement and has duly executed and delivered this Agreement; this Agreement constitutes the valid, legal, binding obligation of Special Servicer, except as enforceability may be limited by
bankruptcy, insolvency, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally and by general principles of equity (regardless of whether
such enforcement is considered in a proceeding in equity or at law); 



        B.    No Conflicts.    Neither the execution and delivery of this Agreement, nor the fulfillment of or compliance with
the terms and conditions of this Agreement by Special Servicer, (v) conflicts with or results in a breach of any of the terms, conditions or provisions of Special Servicer's certificate of
formation, articles of association or bylaws, as amended; (w) conflicts with or results in a breach of any
agreement or instrument to which Special Servicer is now a party or by which it (or any of its properties) is bound, or constitutes a default or results in an acceleration under any of the foregoing
if compliance therewith is necessary (1) to ensure the enforceability of any Investment, or (2) for Special Servicer to perform its obligations under this Agreement in accordance with
the terms hereof; (x) conflicts with or results in a breach of any legal restriction if compliance therewith is necessary (1) to ensure the enforceability of any Investment, or
(2) for Special Servicer to perform its obligations under this Agreement in accordance with the terms hereof; (y) results in the violation of any law, rule, regulation, order, judgment
or decree to which Special Servicer or its property is subject if compliance therewith is necessary (1) to ensure the enforceability of any Investment, or (2) for Special Servicer to
perform its obligations under this Agreement in accordance with the terms hereof; or (z) results in the creation or imposition of any lien, charge or encumbrance that would have a material
adverse effect upon any of its properties pursuant to the terms of any mortgage, contract, deed of trust or other instrument, or materially impairs the ability of (1) Buyer to realize on any
Investment, or (2) Special Servicer to perform its obligations hereunder; 




22













 



































 




        C.    No Litigation Pending.    There is no action, suit, or proceeding pending or, to Special Servicer's knowledge,
threatened against Special Servicer that, either in any one instance or in the aggregate, would draw into question the validity of this Agreement or the Investments, or would be likely to impair
materially the ability of Special Servicer to perform its duties and obligations under the terms of this Agreement; 


        D.    No Consent Required.    No consent, approval, authorization or order of, or registration or filing with, or
notice to, any court or governmental agency or body having jurisdiction or regulatory authority over Special Servicer is required for (x) Special Servicer's execution and delivery of this
Agreement, or (y) the consummation of the transactions of Special Servicer contemplated by this Agreement, or, to the extent required, such consent, approval, authorization, order,
registration, filing or notice has been obtained, made or given (as applicable), except that Special Servicer may not be duly qualified to transact business as a foreign limited liability company or
licensed in one or more states if such qualification or licensing is not necessary (1) to ensure the enforceability of any Investment, or (2) for Special Servicer to perform its
obligations under this Agreement in accordance with the terms hereof. 



        E.    No Default/Violation.    Special Servicer is not in default with respect to any order or decree of any court or
any order, regulation or demand of any federal, state, municipal or governmental agency, which, in the judgment of Special Servicer, will have consequences that would materially and adversely affect
the financial condition or operations of Special Servicer or its properties taken as a whole or its performance hereunder; 


        F.     E&O Insurance.    Special Servicer currently maintains a fidelity bond and errors and omissions insurance or
self insures, in either case meeting the requirements of Section 3.5.3 hereof. 




        7.1.3  Buyer
and Seller each hereby represents and warrants to Servicer and Special Servicer that the representing party has the full power, authority and legal right to
execute and deliver this Agreement
and to perform in accordance herewith; the representing party has duly authorized the execution, delivery and performance of this Agreement and has duly executed and delivered this Agreement; this
Agreement constitutes the valid, legal, binding obligation of Buyer and Seller, respectively, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy,
insolvency, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally and by general principles of equity (regardless of whether such
enforcement is considered in a proceeding in equity or at law). 


        7.1.4  Seller
represents and warrants to Buyer and to Servicer that Buyer is the owner of the Investments. 




        7.2    Events of Default.    


        "Event of Default", wherever used herein, means any one of the following events: 



        7.2.1  any
failure by Servicer or Special Servicer, as the case may be, to remit any payment required to be so remitted by Servicer under the terms of this Agreement when and
as due that continues unremedied by Servicer or Special Servicer, as the case may be, for a period of two Business Days after the date on which such remittance was due; or 



        7.2.2  any
failure on the part of Servicer or Special Servicer, as the case may be, duly to observe or perform in any material respect any other of the covenants or
agreements on the part of Servicer contained in this Agreement, or any representation or warranty set forth by Servicer in Section 7.1 shall be
untrue or incorrect in any material respect, and, in either case, such failure or breach materially and adversely affects the value of any Investment or Mortgaged Property or the priority of the lien
on any Mortgaged Property or the interest of Buyer, that in either case 



23







 

continues
unremedied for a period of 30 days after the date on which written notice of such failure or breach, requiring the same to be remedied, shall have been given to Servicer or Special
Servicer, as the case may be, by Buyer (or such extended period of time reasonably approved by Buyer, provided that Servicer or Special Servicer, as the case may be, is diligently proceeding in good
faith to cure such failure or breach); or 


        7.2.3  a
decree or order of a court or agency or supervisory authority having jurisdiction in respect of Servicer or Special Servicer, as the case may be, for the
commencement of an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law, for the appointment of a conservator or receiver or liquidator in any
insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs shall have been entered against Servicer or Special
Servicer, as the case may be, and such decree or order shall remain in force undischarged or unstayed for a period of 90 days; or 



        7.2.4  Servicer
or Special Servicer, as the case may be, shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt,
marshalling of assets and liabilities or similar proceedings of or relating to Servicer or Special Servicer, as the case may be, or of or relating to all or substantially all of its property; or 


        7.2.5  Servicer
or Special Servicer, as the case may be, shall admit in writing its inability to pay its debts generally as they become due, file a petition to take
advantage of any applicable federal or state bankruptcy, insolvency or similar law, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; or 



        7.2.6  Any
"Event of Default" as defined under the Master Repurchase Agreement shall occur; 




then,
and in each and every case, so long as an Event of Default shall not have been remedied, Buyer may, by notice in writing to Servicer or Special Servicer, as the case may be, in addition to
whatever rights Buyer may have at law or in equity, including injunctive relief and specific performance, terminate all of the rights and obligations of Servicer or Special Servicer, as the case may
be, under this Agreement and in and to the Investments and the proceeds thereof, without Buyer or Seller incurring any penalty or fee of any kind whatsoever in connection therewith;  provided,
however, that such termination shall be without prejudice to any rights of Servicer or Special
Servicer, as the case may be, relating to the payment of Servicing Fees, Special Servicing Fees, Additional Servicing Compensation and the reimbursement of any Servicing Expenses that have been made
by it under the terms of this Agreement through and including the date of such termination; provided that in no event shall such funds be payable to
Servicer or Special Servicer, as the case may be, if Servicer or Special Servicer, as the case may be, has not remitted all funds to Buyer, as the case may be to which the recipient is entitled
hereunder or if Buyer has unpaid claims against Servicer relating to the Event of Default(s) that are the basis for such termination. Except as otherwise expressly provided in this Agreement, no
remedy provided for by this Agreement shall be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to any other remedy, and no delay or omission to exercise
any right or remedy shall impair any such right or remedy or shall be deemed to be a waiver of any Event of Default. On or after the receipt by Servicer or Special Servicer, as the case may be, of
such written notice of termination, all authority and power of Servicer or Special Servicer, as the case may be, under this Agreement, whether with respect to the Investments or otherwise, shall pass
to and be vested in Buyer and Servicer or Special Servicer, as the case may be, agrees to cooperate with Buyer and Seller in effecting the termination of Servicer's or Special Servicer's, as the case
may be, responsibilities and rights hereunder, including, without limitation, the transfer of the Servicing Files and the funds held in the Escrow Account as set forth in  Section 8.1. 


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        Buyer
may waive any default by Servicer in the performance of its obligations hereunder and its consequences. Upon any such waiver of a past default, such default shall cease to exist,
and any Event of Default arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair any right
consequent thereon except to the extent expressly so waived. 


        8    TERMINATION; TRANSFER OF INVESTMENTS    


        8.1    Termination of Agreement.    



        8.1.1  This
Agreement shall terminate (unless sooner terminated pursuant to the Section 7 or the other provisions of
this Section 8) with respect to all Investments on January 31, 2012. To the extent Buyer desires to renew the appointment of Master
Servicer or Special Servicer, in connection with its delivery of a statement of Price Differential due on the following Remittance Date (each as defined in the Master Repurchase Agreement), Buyer
shall deliver notice to Seller, Master Servicer and Special Servicer of its intent to renew the servicer appointment for an additional 30-day period, provided, if Buyer fails to deliver
such notice, Seller shall have the right to request that Buyer deliver such notice on or before the Remittance Date. In the event Buyer fails to renew Master Servicer's or Special Servicer's
appointment, Buyer shall appoint a successor servicer (which successor servicer shall be Wells Fargo Bank, N.A. or such other successor to whom, so long as no default or Event of Default (as defined
in the Master Repurchase Agreement) has occurred and is continuing, Seller has provided its consent, such consent not to be unreasonably withheld, conditioned or delayed). During such time as the
appointment of Master Servicer or Special Servicer has expired and prior to the appointment of any successor servicer, Master Servicer and Special Servicer shall continue to service the Investments in
accordance with the terms hereof and shall cooperate with the transition of servicing to the successor servicer. 


        8.1.2  This
Agreement may be terminated by Buyer, with respect to any or all of the Investments, upon the occurrence and continuance of an Event of Default under this
Agreement or the Master Repurchase Agreement, immediately upon the delivery of written notice thereof to Servicer or Special Servicer, as the case may be. This Agreement may also be terminated by
Servicer or Special Servicer, as the case may be, or by Buyer, with respect to any or all of the Investments, without cause, upon at least 30 days written notice to the other parties to this
Agreement. This Agreement may also be terminated at any time and without cause with respect to any Investment upon the sale of such Investment in accordance with  Section 8.2. 


        8.1.3  Termination
pursuant to this Section or as otherwise provided herein shall be without prejudice to any rights of Buyer, Seller, Servicer or Special Servicer, as the
case may be, that may have accrued through the date of termination hereunder. Upon such termination, Servicer or Special Servicer, as the case may be, shall (i) remit all funds in the related
Accounts to Buyer or such other Person designated by Buyer, net of accrued Additional Servicing Compensation and Servicing Expenses through the termination date to which Servicer or Special Servicer,
as the case may be, would be entitled to payment or reimbursement hereunder; (ii) deliver all related Servicing Files to Buyer or to Persons designated by Party; and (iii) fully
cooperate with Buyer and Seller and any new servicer to effectuate an orderly transition of Loan Servicing of the related Investments. Notwithstanding the foregoing, Buyer shall have no responsibility
for, and Servicer or Special Servicer shall bear any loss associated with, any Additional Servicing Compensation and Servicing Expenses (with interest thereon at the Advance Rate) that remain unpaid
or unreimbursed after Servicer has netted out such amounts pursuant to the preceding sentence shall be remitted by Buyer to Servicer within seven Business Days after its receipt of an itemized invoice
therefor. 



25







 

        8.2    Transfer of Investments.    



        8.2.1  Servicer
and Special Servicer acknowledge that any or all of the Investments may be sold, transferred, assigned or otherwise conveyed by Buyer to any third party
without the consent or approval of Servicer or Special Servicer. Any such transfer shall constitute a termination of this Agreement with respect to such Purchased Assets. Servicer and Special Servicer
shall not be obligated to perform Loan Servicing and Special Servicing with respect to such transferred Investments for any such third party unless and until Servicer and Special Servicer and such
third party execute a servicing agreement having terms that are mutually agreeable to Servicer, Special Servicer and such third party. 


        8.2.2  Until
Servicer and Special Servicer receive written notice from Buyer of the sale, transfer, assignment or conveyance of one or more Investments, Buyer shall be
presumed to be the owner and holder of such Investments, Servicer and Special Servicer shall continue to earn Servicing Fees, Special Servicing Fees, Workout Fees or Liquidation Fees, and Additional
Servicing Compensation with respect to such Investments and Servicer and Special Servicer shall continue to remit payments and other collections in respect of such Investments to Buyer, pursuant to
the terms and provisions hereof. 




        9    MISCELLANEOUS PROVISIONS    


        9.1    Amendment; Waiver.    


        This
Agreement contains the entire agreement between the parties relating to the subject matter hereof, and no term or provision hereof may be amended or waived unless such amendment or
waiver is in writing and signed by Servicer, Special Servicer, Buyer and Seller. 


        9.2    Governing Law.    


        This
Agreement shall be construed in accordance with the laws of the State of New York, and the obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws, without giving effect to principles of conflicts of laws. 


        9.3    Notices.    


        All
demands, notices and communications hereunder shall be in writing and addressed in each case as follows: 



        9.3.1  if
to Buyer, at: 




WELLS
FARGO BANK, NATIONAL ASSOCIATION

301 South College Street

Charlotte, North Carolina 28288

Attention:      John Nelson

Telephone:    (704) 383-8238

Telecopy:      (704) 715-0066 





        with
copies to: 




Cadwalader
Wickersham & Taft LLP

227 West Trade Street

Charlotte, North Carolina 28202

Attention:      Stuart N. Goldstein, Esq.

Telephone:    (704) 348-5258

Telecopy:      (704) 348-5200 





26







 

        9.3.2  if
to Seller, at: 




ACRC
LENDER W LLC

Two North LaSalle Street, 9th Floor

Chicago, IL 60602

Attention:      Sharon Ephraim

Telephone:    312-324-5900

Telecopy:      312-324-5901 





        with
copies to: 




ACRC
LENDER W LLC

Two North LaSalle Street, 9th Floor

Chicago, IL 60602

Attention:      Legal Department

Telephone:    312-324-5900

Telecopy:      312-324-5901 





        9.3.3  if
to Servicer or Special Servicer, at: 




ARES
COMMERCIAL REAL ESTATE SERVICER LLC

Two North LaSalle Street, 9th Floor

Chicago, IL 60602

Attention:      Sharon Ephraim

Telephone:    312-324-5900

Telecopy:      312-324-5901 





        with
copies to: 




ARES
COMMERCIAL REAL ESTATE SERVICER LLC

Two North LaSalle Street, 9th Floor

Chicago, IL 60602

Attention:      Legal Department

Telephone:    312-324-5900

Telecopy:      312-324-5901 





        And
to: 




ARES
COMMERCIAL REAL ESTATE SERVICER LLC

Two North LaSalle Street, 9th Floor

Chicago, IL 60602

Attention:      Henry Beiber

Telephone:    312-324-5900

Telecopy:      312-324-5901 






        Any
of the above-referenced Persons may change its address for notices hereunder by giving notice of such change to the other Persons. All notices and demands shall be deemed to have
been given at the time of the delivery at the address of such Person for notices hereunder if personally delivered, mailed by certified or registered mail, postage prepaid, return receipt requested,
or sent by overnight courier or telecopy; provided, however, that any notice delivered after normal
business hours of the recipient or on a day that is not a Business Day shall be deemed to have been given on the next succeeding Business Day. 


        To
the extent that any demand, notice or communication hereunder is given to Servicer or Special Servicer by a Responsible Officer of Buyer or Seller, such Responsible Officer shall be
deemed to have the requisite power and authority to bind Buyer or Seller with respect to such communication, and 


27







 

Servicer
or Special Servicer may conclusively rely upon and shall be protected in acting or refraining from acting upon any such communication. To the extent that any demand, notice or communication
hereunder is given by a Responsible Officer of Servicer or Special Servicer, such Responsible Officer shall be deemed to have the requisite power and authority to bind Servicer or Special Servicer
with respect to such communication, and Buyer and Seller may conclusively rely upon and shall be protected in acting or refraining from acting upon any such communication. Servicer and Special
Servicer shall simultaneously give to Seller a copy of all notices provided to Buyer hereunder. 


        9.4    Severability of Provisions.    



        If
one or more of the provisions of this Agreement shall be for any reason whatever held invalid or unenforceable, such provisions shall be deemed severable from the remaining covenants,
agreements and provisions of this Agreement and such invalidity or unenforceability shall in no way affect the validity or enforceability of such remaining provisions or the rights of any parties
thereunder. To the extent permitted by law, the parties hereto hereby waive any provision of law that renders any provision of this Agreement invalid or unenforceable in any respect. 


        9.5    Inspection and Audit Rights.    



        Servicer
and Special Servicer each agree that, on reasonable prior notice, during normal business hours, it will permit any agent or representative of Buyer and/or Seller, during
Servicer's and Special Servicer's normal business hours, to examine all the books of account, records, reports and other papers of Servicer and Special Servicer relating to the Investments, to make
copies and extracts therefrom, to cause such books to be audited by accountants selected by Buyer and/or Seller, and to discuss matters relating to the Investments with Servicer's and Special
Servicer's officers, employees and accountants (and by this provision Servicer and Special Servicer hereby authorize such accountants to discuss with such agents or representatives such matters), all
at such reasonable times and as often as may be reasonably requested. Any reasonable expenses incurred by Servicer and Special Servicer solely as a direct result of the exercise by Buyer of any right
under this Section shall be borne by the inspecting and requesting party. 


        9.6    Binding Effect; No Partnership; Counterparts.    


        The
provisions of this Agreement shall be binding upon and inure to the benefit of the respective successors and permitted assigns of the parties hereto. Nothing herein contained shall
be deemed or construed to create (i) a partnership or joint venture between the parties hereto and the services of Servicer and Special Servicer shall be rendered as an independent contractor
for Buyer and Seller,
respectively, or (ii) any lien, claim or charge for the benefit of Servicer and Special Servicer against any Investment, Investment File or Servicing Files. For the purpose of facilitating the
execution of this Agreement as herein provided and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an
original, and such counterparts shall constitute but one and the same instrument. 


        9.7    Protection of Confidential Information.    


        Servicer
and Special Servicer shall keep confidential and shall not divulge to any party, without Buyer's (or Seller's, as applicable) prior written consent, any information pertaining
to the Investments, the related Mortgaged Properties or the related Underlying Obligors except to the extent that (a) it is appropriate for Servicer and Special Servicer to do so (i) in
working with legal counsel, auditors, other advisors, taxing authorities or other governmental agencies, (ii) in accordance with Accepted Servicing Practices or (iii) when required by
any law, regulation, ordinance, court order or subpoena or (b) Servicer or Special Servicer is disseminating general statistical information relating to the investments being serviced by
Servicer (including the Investments) so long as Servicer or Special Servicer does not identify Buyer, Seller or Underlying Obligors. 


28







 

        9.8    General Interpretive Principles.    


        For
purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: 



        9.8.1  the
terms defined in this Agreement have the meanings assigned to them in this Agreement and include the plural as well as the singular, and the use of any gender
herein shall be deemed to include the other gender; 


        9.8.2  accounting
terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles; 


        9.8.3  references
herein to an "Article," "Section," or other subdivision without reference to a document are to the designated Article, Section or other applicable
subdivision of this Agreement; 


        9.8.4  reference
to a Section, subsection, paragraph or other subdivision without further reference to a specific Section is a reference to such Section, subsection,
paragraph or other subdivision, as the case may be, as contained in the same Section in which the reference appears; 


        9.8.5  the
words "herein," "hereof," "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular provision; 


        9.8.6  the
term "include" or "including" shall mean without limitation by reason of enumeration; and 



        9.8.7  the
Article, Section and subsection headings herein are for convenience of reference only, and shall not limit or otherwise affect the meaning of the provisions
contained therein. 




        9.9    Further Agreements.    


        Servicer,
Special Servicer, Buyer and Seller each agrees to execute and deliver to the other such additional documents, instruments or agreements as may be reasonably requested by the
other and as may be necessary or appropriate to effectuate the purposes of this Agreement. 


[SIGNATURE
PAGE FOLLOWS] 


29













































 


        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers thereunto duly
authorized as of the date first above written. 

 






							
	 	 	 WELLS FARGO BANK, NATIONAL ASSOCIATION ("Buyer")
	

 	
 	
 By:	
 	
/s/ Karen Whittlesey







 
	 	 	 	 	Name:	 	Karen Whittlesey
	 	 	 	 	Title:	 	Vice President
	

 	
 	
 ACRC LENDER W LLC ("Seller")
	

 	
 	
 By:	
 	
/s/ Timothy B. Smith







 
	 	 	 	 	Name:	 	Timothy B. Smith
	 	 	 	 	Title:	 	Vice President
	

 	
 	
 ARES COMMERCIAL REAL ESTATE SERVICER LLC, a Delaware limited liability company (in its capacity as "Servicer")
	

 	
 	
 By:	
 	
/s/ Timothy B. Smith







 
	 	 	 	 	Name:	 	Timothy B. Smith
	 	 	 	 	Title:	 	Vice President
	

 	
 	
 ARES COMMERCIAL REAL ESTATE SERVICER LLC, a Delaware limited liability company (in its capacity as "Special Servicer")
	

 	
 	
 By:	
 	
/s/ Timothy B. Smith







 
	 	 	 	 	Name:	 	Timothy B. Smith
	 	 	 	 	Title:	 	Vice President




 

 








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INTERIM SERVICING AGREEMENT

PRELIMINARY STATEMENT