Common use of Exercise of Remedies by the Servicer Clause in Contracts

Exercise of Remedies by the Servicer. (a) Subject to Section 20 of this Agreement, and except as otherwise provided in this Agreement or the Servicing Agreement and subject to the applicable limitations set forth in this Agreement or the Servicing Agreement, the Servicer (or other party entitled in accordance with the Servicing Agreement to act on behalf of the Holders) shall have the sole and exclusive authority with respect to the administration of, and exercise of all rights and remedies with respect to, the Mortgage Loan granted under this Agreement or the Servicing Agreement, including, without limitation, the sole and exclusive authority to (i) modify or waive any of the terms of the Mortgage Loan Documents, (ii) consent to any action or failure to act by any Mortgage Loan Borrower or any party to the Mortgage Loan Documents, (iii) vote all claims with respect to the Mortgage Loan in any bankruptcy, insolvency or other similar proceedings and (iv) to take legal action to enforce or protect the Holders’ interests with respect to the Mortgage Loan or to refrain from exercising any powers or rights under the Mortgage Loan Documents, including the right at any time to declare or waive any Events of Default, or accelerate or refrain from accelerating the Mortgage Loan or institute any foreclosure action, and subject to the terms and conditions of this Agreement, including, without limitation, Section 20 hereof, no Holder of a Non-Lead Securitization Note shall have any voting, consent or other rights whatsoever with respect to the Servicer’s administration of, or exercise of its rights and remedies with respect to, the Mortgage Loan on behalf of the Note A Holder. Subject to the terms and conditions of the Servicing Agreement, and subject to the terms and conditions of Section 9(b) hereof, the Servicer on behalf of the Note A Holder shall have the sole and exclusive authority to make servicing advances with respect to the Mortgage Loan. Except as otherwise provided in this Agreement, the Note B Holder agrees that it shall have no right to, and hereby presently and irrevocably assigns and conveys to the Servicer (or other party entitled in accordance with the Servicing Agreement to act on behalf of the Holders), the rights, if any, that such Holder has (A) to declare or cause the Note A Holder or such Servicer to declare an Event of Default under the Mortgage Loan, (B) to exercise any remedies with respect to the Mortgage Loan or any Mortgage Loan Borrower, including, without limitation, filing or causing the Note A Holder or such Servicer to file any bankruptcy petition against any Mortgage Loan Borrower or (C) to vote any claims with respect to the Mortgage Loan in bankruptcy, insolvency or similar type of proceeding of the Mortgage Loan Borrower. The Note B Holder (or a servicer on its behalf) shall, from time to time, execute such documents as the Note A Holder or the Servicer shall reasonably request to evidence such assignment with respect to the rights described in clause (iii) of the first sentence in this Section 19(a). The Note B Holder acknowledges that the Servicer on behalf of Note A Holder may in its sole discretion exercise, or omit to exercise, any rights that the Servicer on behalf of Note A Holder may have under this Agreement or the Servicing Agreement in a manner that may be adverse to such Holder’s interests, and that the Servicer on behalf of Note A Holder shall have no liability whatsoever to it (or a servicer on its behalf), other than as set forth in Section 8 hereof, in connection with exercise of rights by the Servicer on behalf of the Note A Holder or any omission by the Servicer on behalf of the Note A Holder to exercise such rights. The Note A Holder (or the Servicer acting on behalf of the Note A Holder) shall not have any fiduciary duty to any other Holder in connection with the administration of the Mortgage Loan. The foregoing provisions of this Section 19(a) shall not limit the right of the Note B Holder or any Affiliate thereof to be the Special Servicer or to exercise its rights as Controlling Holder under this Agreement or Controlling Holder under the Servicing Agreement. The Note B Holder expressly and irrevocably waives for itself and any Person claiming through or under such Holder any and all rights that it may have under Section 1315 of the New York Real Property Actions and Proceedings Law or the provisions of any similar law that purports to give a junior noteholder, mortgagee or loan participant the right to initiate any loan enforcement or foreclosure proceedings. (b) Notwithstanding anything to the contrary contained herein, the exercise by the Note A Holder (or the Servicer or the Trustee on its behalf) of its rights under this Section 19 shall be subject in all respects to any section of the Servicing Agreement governing REMIC administration, and in no event shall the Note A Holder (or the Servicer or the Trustee on its behalf) be permitted to take any action or refrain from taking any action which would violate the laws of any applicable jurisdiction, breach the Mortgage Loan Documents or be inconsistent with the Servicing Standard or violate any other provisions of the Servicing Agreement or this Agreement or cause the arrangement evidenced hereby not to be treated as a “grantor trust” for federal income tax purposes. (c) The Note A Holder (or the Servicer or the Trustee on its behalf) shall exercise such rights and powers described in this Section 19 on the understanding that the Note A Holder (or the Servicer or the Trustee on its behalf) shall administer the Mortgage Loan in a manner consistent with the Servicing Agreement and this Agreement. Without limiting the generality of the foregoing, the Note A Holder (or the Servicer or the Trustee on its behalf) may rely on the advice of legal counsel, accountants and other experts (including those retained by the Mortgage Loan Borrower) and upon any written communication or telephone conversation which the Note A Holder or such Servicer or Trustee believes to be genuine and correct or to have been signed, sent or made by the proper Person.

Exercise of Remedies by the Servicer. (a) Subject Each Participation Holder acknowledges that, subject to Section 20 the terms of this Agreement, (i) the Servicer may exercise or refrain from exercising any rights that the Participation A Holder may have hereunder in a manner that may be adverse to the interests of the Participation B Holder, so long as such actions are in accordance with the Servicing Standard, (ii) the Servicer shall not have any liability whatsoever to any Participation Holder as a result of the Servicer’s exercise of such rights or any omission to exercise such rights, except as expressly provided herein or for acts or omissions that are taken or omitted to be taken by the Servicer that constitute the negligence or willful misconduct of the Servicer or a breach of this Agreement, and except as otherwise provided in this Agreement or the Servicing Agreement and subject to the applicable limitations set forth in this Agreement or the Servicing Agreement, (iii) the Servicer (or other party entitled shall service and administer the Mezzanine A Loan on behalf of the Participation Holders in accordance with the Servicing Agreement to act on behalf Standard, taking into account the interests of the Participation Holders) ; but in all cases recognizing the fact that Participation B is subject and subordinate to Participation A in accordance with the terms of this Agreement. Each Participation Holder agrees that the Servicer, to the extent consistent with the terms of this Agreement and subject to Section 19, shall have the sole and exclusive authority with respect to the administration of, and exercise of all rights and remedies with respect to, the Mortgage Mezzanine A Loan granted under (except with respect to the funding of Future Advances pursuant to Section 17 and as otherwise provided in this Agreement or the Servicing Agreement), including, without limitation, the sole and exclusive authority to (i) to modify or waive any of the terms of the Mortgage Mezzanine A Loan Documents, (ii) to consent to any action or failure to act by any Mortgage Loan the Mezzanine A Borrower or any party to the Mortgage Mezzanine A Loan Documents, (iii) to vote all claims with respect to the Mortgage Mezzanine A Loan in any bankruptcy, insolvency or other similar proceedings and (iv) to take legal action to enforce or protect the Holders’ interests with respect to the Mortgage Mezzanine A Loan or to refrain from exercising any powers or rights under the Mortgage Mezzanine A Loan Documents, including the right at any time to declare call or waive any Events of Default, or accelerate or refrain from accelerating the Mortgage Mezzanine A Loan or institute any foreclosure action, foreclosure sale, sale by power of sale or acceptance of a transfer or assignment in lieu of foreclosure, and subject to in each case, acting in accordance with the Servicing Standard and the terms and conditions of this Agreement, including, without limitation, Section 20 hereof, no . No Participation Holder of a Non-Lead Securitization Note shall have any voting, consent or other rights whatsoever with respect to the Servicer’s administration of, or exercise of its rights and remedies with respect to, the Mortgage Loan on behalf of the Note Mezzanine A Holder. Subject to the terms and conditions of the Servicing AgreementLoan, and subject to the terms and conditions of Section 9(b) hereof, the Servicer on behalf of the Note A Holder shall have the sole and exclusive authority to make servicing advances with respect to the Mortgage Loan. Except except as otherwise provided in this Agreement, the Note B . Each Holder agrees that it shall have no right to, and hereby presently and irrevocably assigns and conveys to the Servicer (or other party entitled in accordance with the Servicing Agreement to act acting on behalf of the Participation Holders), the rights, if any, that such Participation Holder has (Ai) to declare or cause the Note A Holder or such Servicer to declare an Event of Default under the Mortgage Mezzanine A Loan, (Bii) to exercise any remedies with respect to the Mortgage Loan or any Mortgage Loan BorrowerMezzanine A Loan, including, without limitation, filing or causing the Note A Holder or such Servicer to file any bankruptcy petition against any Mortgage Loan the Mezzanine A Borrower or (Ciii) to vote any claims with respect to the Mortgage Mezzanine A Loan in any bankruptcy, insolvency or similar type of proceeding of the Mortgage Loan Mezzanine A Borrower, provided, that the foregoing shall not be construed to contravene the rights of the Participation Holders under Section 19. The Note B Each Participation Holder (or a servicer on its behalf) shall, from time to time, execute such documents as the Note A Holder or the Servicer shall reasonably request to evidence such assignment with respect to the rights described in clause (iii) of the first sentence in this Section 19(a). The Note B Holder acknowledges that the Servicer on behalf of Note A Holder may in its sole discretion exercise, or omit to exercise, any rights that the Servicer on behalf of Note A Holder may have under this Agreement or the Servicing Agreement in a manner that may be adverse to such Holder’s interests, and that the Servicer on behalf of Note A Holder shall have no liability whatsoever to it (or a servicer on its behalf), other than as set forth in Section 8 hereof, in connection with exercise of rights by the Servicer on behalf of the Note A Holder or any omission by the Servicer on behalf of the Note A Holder to exercise such rights. The Note A Holder (or the Servicer acting on behalf of the Note A Holder) shall not have any fiduciary duty to any other Holder in connection with the administration of the Mortgage Loan. The foregoing provisions of this Section 19(a) shall not limit the right of the Note B Holder or any Affiliate thereof to be the Special Servicer or to exercise its rights as Controlling Holder under this Agreement or Controlling Holder under the Servicing Agreement. The Note B Holder expressly and irrevocably waives for itself and any Person claiming through or under such Holder any and all rights that it may have under Section 1315 of the New York Real Property Actions and Proceedings Law or the provisions of any similar law that purports to give a junior noteholder, mortgagee or loan participant the right to initiate any loan enforcement or foreclosure proceedingspreceding sentence. (b) Notwithstanding anything to the contrary contained herein, the exercise by the Note A Holder (or the Servicer or the Trustee on its behalf) of its rights under this Section 19 shall be subject in all respects to any section of the Servicing Agreement governing REMIC administration, and in no event shall the Note A Holder (or the Servicer or the Trustee on its behalf) be permitted to take any action or refrain from taking any action which would violate the laws of any applicable jurisdiction, breach the Mortgage Mezzanine A Loan Documents Documents, or be inconsistent with the Servicing Standard or violate any other provisions of the Servicing Agreement, the Intercreditor Agreement or this Agreement or cause the arrangement evidenced hereby not to be treated as a “grantor trust” for federal income tax purposesAgreement. (c) The Note A Holder (or the Servicer or the Trustee on its behalf) shall exercise such rights and powers described in this Section 19 on the understanding that the Note A Holder (or the Servicer or the Trustee on its behalf) shall administer the Mortgage Loan in a manner consistent with the Servicing Agreement and this Agreement. Without limiting the generality of the foregoing, the Note A Holder (or the Servicer or the Trustee on its behalf) may rely on the advice of legal counsel, accountants and other experts (including those retained by the Mortgage Loan Borrower) and upon any written communication or telephone conversation which the Note A Holder or such Servicer or Trustee believes to be genuine and correct or to have been signed, sent or made by the proper Person.

Exercise of Remedies by the Servicer. (a) Subject to Section 20 of this Agreement, and except as otherwise provided in this Agreement or the Servicing Agreement and subject to the applicable limitations set forth in this Agreement or the Servicing Agreement, the Servicer (or other party entitled in accordance with the Servicing Agreement to act on behalf of the Holders) shall have the sole and exclusive authority with respect to the administration of, and exercise of all rights and remedies with respect to, the Mortgage Loan granted under this Agreement or the Servicing Agreement, including, without limitation, the sole and exclusive authority to (i) modify or waive any of the terms of the Mortgage Loan Documents, (ii) consent to any action or failure to act by any the Mortgage Loan Borrower or any party to the Mortgage Loan Documents, (iii) vote all claims with respect to the Mortgage Loan in any bankruptcy, insolvency or other similar proceedings and (iv) to take legal action to enforce or protect the Holders’ interests with respect to the Mortgage Loan or to refrain from exercising any powers or rights under the Mortgage Loan Documents, including the right at any time to declare or waive any Events of Default, or accelerate or refrain from accelerating the Mortgage Loan or institute any foreclosure action, and subject to the terms and conditions of this Agreement, including, without limitation, Section 20 hereof, no Holder of a the Non-Lead Securitization Note A Holders and the Note B Holders shall not have any voting, consent or other rights whatsoever with respect to the Servicer’s administration of, or exercise of its rights and remedies with respect to, the Mortgage Loan on behalf of the Note A HolderHolders. Subject to the terms and conditions of the Servicing Agreement, and subject to the terms and conditions of Section 9(b10(b) hereof, the Servicer on behalf of the Note A Holder Holders shall have the sole and exclusive authority to make servicing advances with respect to the Mortgage Loan. Except as otherwise provided in this Agreement, each of the Non-Lead Note A Holders and the Note B Holder Holders agrees that it shall have no right to, and hereby presently and irrevocably assigns and conveys to the Servicer (or other party entitled in accordance with the Servicing Agreement to act on behalf of the Holders), the rights, if any, that such Holder has (A) to declare or cause the Lead Note A Holder or such the Servicer to declare an Event of Default under the Mortgage Loan, (B) to exercise any remedies with respect to the Mortgage Loan or any the Mortgage Loan Borrower, including, without limitation, filing or causing the Note A Holder Holders or such the Servicer to file any bankruptcy petition against any the Mortgage Loan Borrower or (C) to vote any claims with respect to the Mortgage Loan in bankruptcy, insolvency or similar type of proceeding of the Mortgage Loan Borrower. The Each of the Non-Lead Note A Holders and the Note B Holder (or a servicer on its behalf) Holders shall, from time to time, execute such documents as the Lead Note A Holder or the Servicer shall reasonably request to evidence such assignment with respect to the rights described in clause (iii) of the first sentence in this Section 19(a). The Each of the Non-Lead Note A Holders and the Note B Holder acknowledges Holders acknowledge that the Servicer on behalf of the Lead Note A Holder may in its sole discretion (subject to the terms of this Agreement, the Mortgage Loan Documents and the Servicing Agreement) exercise, or omit to exercise, any rights that the Servicer on behalf of the Note A Holder Holders may have under this Agreement or the Servicing Agreement in a manner that may be adverse to such Holder’s intereststhe interests of the Non-Lead Note A Holders or Note B Holders, and that the Servicer on behalf of Note A Holder Holders shall have no liability whatsoever to it the Non-Lead Note A Holders or the Note B Holders (or a servicer on its their behalf), other than as set forth in Section 8 9 hereof, in connection with exercise of rights by the Servicer on behalf of the Note A Holder Holders or any omission by the Servicer on behalf of the Note A Holder Holders to exercise such rights. The Note A Holder (or the Servicer acting on behalf of the Note A Holder) shall not have any fiduciary duty to any other Holder in connection with the administration of the Mortgage Loan. The foregoing provisions of this Section 19(a) shall not limit the right of the a Note B Holder or any Affiliate thereof to be the Special Servicer or to exercise its rights as Controlling Holder under this Agreement or Controlling any comparable rights of any Holder of Note B-1, Note B-2, Note B-3, Note B-4, Note B-5 or Note B-6, as applicable, under the Servicing Agreement. The Each of the Note B Holder Holders expressly and irrevocably waives for itself and any Person claiming through or under such Holder any and all rights that it may have under Section 1315 of the New York Real Property Actions and Proceedings Law or the provisions of any similar law that purports to give a junior noteholder, mortgagee or loan participant the right to initiate any loan enforcement or foreclosure proceedings. (b) Notwithstanding anything to the contrary contained herein, the exercise by the Lead Note A Holder (or the Servicer or the Trustee on its behalf) of its rights under this Section 19 shall be subject in all respects to any section of the Servicing Agreement governing REMIC administration, and in no event shall the Lead Note A Holder (or the Servicer or the Trustee on its behalf) be permitted to take any action or refrain from taking any action which would violate the laws of any applicable jurisdiction, breach the Mortgage Loan Documents or be inconsistent with the Servicing Standard or violate any other provisions of the Servicing Agreement or this Agreement or cause the arrangement evidenced hereby not to be treated as a “grantor trust” for federal income tax purposes. (c) The Lead Note A Holder (or the Servicer or the Trustee on its behalf) shall exercise such rights and powers described in this Section 19 on the understanding that the Lead Note A Holder (or the Servicer or the Trustee on its behalf) shall administer the Mortgage Loan in a manner consistent with the Servicing Agreement and this Agreement. Without limiting the generality of the foregoing, the Lead Note A Holder (or the Servicer or the Trustee on its behalf) may rely on the advice of legal counsel, accountants and other experts (including those retained hired by the Mortgage Loan BorrowerLead Note A Holder (or the Servicer or the Trustee on its behalf)) and upon any written communication or telephone conversation which the Lead Note A Holder or such Servicer or Trustee believes to be genuine and correct or to have been signed, sent or made by the proper Person. (d) Upon the Mortgage Loan becoming a Defaulted Mortgage Loan, the Lead Note A Holder (or the Special Servicer acting on behalf of the Lead Note A Holder) shall have the authority to sell all of Note A subject to the Note B Holders purchase option right set forth in Section 10(a) and the terms and conditions of Section 16(a) (and, if any of the Note B Holders consents to the inclusion of its respective Note B in such a sale as described below, such Note B) together in accordance with the terms of the Lead Note A PSA. The Non-Lead Note A Holder (and, if any of the Note B Holders have consented to the inclusion of its respective Note B in such a sale as described below, each of such Note B Holders) hereby appoints the Lead Note A Holder as its agent, and grants to the Lead Note A Holder an irrevocable power of attorney coupled with an interest, and its proxy, for the purpose of soliciting and accepting offers for and consummating the sale of its Note. The Non-Lead Note A Holder (and, if any of the Note B Holders have consented to the inclusion of its respective Note B in such a sale as described below, each of such Note B Holders) agrees that, upon the request of the Lead Note A Holder (or the Special Servicer acting on behalf of the Lead Note A Holder), such Note Holder shall execute and deliver to or at the direction of Lead Note A Holder (or the Special Servicer acting on behalf of the Lead Note A Holder) such powers of attorney or other instruments as the Lead Note A Holder (or the Special Servicer acting on behalf of the Lead Note A Holder) may reasonably request to better assure and evidence the foregoing appointment and grant, in each case promptly following request, and shall deliver any related original documentation evidencing its Note (endorsed in blank if necessary) to or at the direction of the Lead Note A Holder (or the Special Servicer acting on behalf of the Lead Note A Holder) in connection with the consummation of any such sale. Any individual Note B shall be included in such an offer and sale only if the applicable Note B Holder affirmatively consents in writing thereto not later than thirty (30) days following the Purchase Option Notice described in Section 10(a).

Exercise of Remedies by the Servicer. (a) Subject Each of the Holders acknowledges that, subject to the terms of this Agreement (including without limitation, the Controlling Holder’s rights under Section 20 21 hereof) and the Servicing Agreement, (i) the Lead Securitization Note Holder (or any Servicer or Trustee (if any) on its behalf) may exercise or refrain from exercising any rights that such Lead Securitization Note Holder (or such Servicer or Trustee (if any)) may have hereunder or under the Servicing Agreement in a manner that may be adverse to the interests of the other Holders, so long as such actions are in accordance with Accepted Servicing Practices and the other terms of this Agreement, (ii) the Lead Securitization Note Holder shall have no liability whatsoever to the other Holders as a result of such Lead Securitization Note Holder’s (or any Servicer’s or Trustee’s) exercise of such rights or any omission by such Lead Securitization Note Holder (or any Servicer or Trustee) to exercise such rights, except as expressly provided herein or for acts or omissions that are taken or omitted to be taken by such Lead Securitization Note Holder that constitute the gross negligence or willful misconduct of such Lead Securitization Note Holder or a breach of this Agreement, and except as otherwise provided in this Agreement or (iii) the Servicer and the Special Servicer shall (and shall be required under the Servicing Agreement to) service and administer the Mortgage Loan on behalf of each Note A Holder and the Note B Holder (as a collective whole) in accordance with Accepted Servicing Practices, taking into account the interests of each Note A Holder and the Note B Holder; but in all cases giving due consideration to the fact that Note B is subject and subordinate to each Note A in accordance with the terms of this Agreement. Each Note A Holder and the Note B Holder agree that the Servicer, to the extent consistent with the terms of this Agreement (including, without limitation, Section 21) and from and after the Lead Securitization Date subject to the applicable limitations set forth in this Agreement or the Servicing Agreement, the Servicer (or other party entitled and in accordance with the Servicing Agreement to act on behalf of the Holders) Agreement, shall have the sole and exclusive authority (in each case, subject to the Accepted Servicing Practices and the terms and conditions set forth in this Agreement, and the rights of any Controlling Holder) with respect to the administration of, and exercise of all rights and remedies with respect to, the Mortgage Loan granted under this Agreement or the Servicing AgreementLoan, including, without limitation, the sole and exclusive authority to (i) to modify or waive any of the terms of the Mortgage Loan Documents, (ii) to consent to any action or failure to act by any the Mortgage Loan Borrower or any party to the Mortgage Loan Documents, (iii) to vote all claims with respect to the Mortgage Loan in any bankruptcy, insolvency or other similar proceedings and (iv) to take legal action to enforce or protect the Holders’ interests with respect to the Mortgage Loan or to refrain from exercising any powers or rights under the Mortgage Loan Documents, including the right at any time to declare call or waive any Events of Default, or accelerate or refrain from accelerating the Mortgage Loan or institute any foreclosure actionaction and in all cases acting in accordance with Accepted Servicing Practices and the terms of this Agreement and the Servicing Agreement, and subject to except as otherwise expressly provided in this Agreement and the terms and conditions of this Servicing Agreement, including, without limitation, Section 20 hereof, no Holder of a Non-Lead Securitization Note the other Holders shall have any no voting, consent or other rights whatsoever with respect to the Lead Securitization Note Holder’s or Servicer’s administration of, or exercise of its rights and remedies with respect to, the Mortgage Loan on behalf of the Note A Holder. Subject to the terms and conditions of the Servicing Agreement, and subject to the terms and conditions of Section 9(b) hereof, the Servicer on behalf of the Note A Holder shall have the sole and exclusive authority to make servicing advances with respect to the Mortgage Loan. Except as otherwise provided in this Agreement, the Note B Each Holder agrees that it shall have no right to, and hereby presently and irrevocably assigns and conveys to the Lead Securitization Note Holder and the Servicer (or other party entitled in accordance with and the Servicing Agreement to act on behalf of the Holders), Special Servicer the rights, if any, that such Holder has (Ai) to declare or cause the Lead Securitization Note A Holder or such the Servicer to declare an Event of Default under the Mortgage Loan, Loan (Bii) to exercise any remedies with respect to the Mortgage Loan or any Mortgage Loan BorrowerLoan, including, without limitation, filing or causing the Lead Securitization Note A Holder or such the Servicer to file any bankruptcy petition against any the Mortgage Loan Borrower or (Ciii) to vote any claims with respect to the Mortgage Loan in any bankruptcy, insolvency or similar type of proceeding of the Mortgage Loan Borrower. The Note B Each Holder (or a servicer on its behalf) shall, from time to time, execute such documents as the Lead Securitization Note A Holder Holder, the Servicer or the Special Servicer shall reasonably request to evidence such assignment with respect to the rights described in clause (iii) of the first sentence preceding sentence. Except when acting in this Section 19(a). The the capacity of trustee or paying agent, the Lead Securitization Note B Holder acknowledges that the Servicer on behalf of Note A Holder may in its sole discretion exercise, or omit to exercise, any rights that the Servicer on behalf of Note A Holder may have under this Agreement or the Servicing Agreement in a manner that may be adverse to such Holder’s interests, and that the Servicer on behalf of Note A Holder shall have no liability whatsoever to it (or a servicer on its behalf), other than as set forth in Section 8 hereof, in connection with exercise of rights by the Servicer on behalf of the Note A Holder or any omission by the Servicer on behalf of the Note A Holder to exercise such rights. The Note A Holder (or the Servicer or the Special Servicer acting on behalf of the such Lead Securitization Note A Holder) shall not have any fiduciary duty to any the other Holder Holders in connection with the administration of the Mortgage LoanLoan but shall in all events be obligated to act in accordance with Accepted Servicing Practices. The foregoing provisions of this Section 19(a) shall not limit the right of the Note B Holder or any Affiliate thereof to be the Special Servicer or to exercise its rights as Controlling Holder under this Agreement or Controlling Holder under the Servicing Agreement. The Note B Each Holder expressly and irrevocably waives for itself and any Person claiming through or under such Holder any and all rights that it may have under Section 1315 of the New York Real Property Actions and Proceedings Law or the provisions of any similar law that purports to give a junior noteholder, mortgagee or loan participant the right to initiate any loan enforcement or foreclosure proceedings. (b) Notwithstanding anything to the contrary contained herein, the exercise by the Lead Securitization Note A Holder (or the any Servicer or the Trustee (if any) acting on its behalf) of its rights under this Section 19 20 shall be subject in all respects to any section sections of the Servicing Agreement governing REMIC administration, and in no event shall the Lead Securitization Note A Holder (or the any Servicer or the Trustee (if any) acting on its behalf) be permitted to take any action or refrain from taking any action which would violate the laws of any applicable jurisdiction, breach the Mortgage Loan Documents or Documents, be inconsistent with the Accepted Servicing Standard Practices or violate any other provisions of the Servicing Agreement or this Agreement or cause the arrangement evidenced hereby not to be treated as a “grantor trust” for federal Federal income tax purposes. (c) . The Lead Securitization Note A Holder (or the any Servicer or the Trustee (if any) acting on its behalf) shall exercise such rights and powers described in this Section 19 20 on the understanding that the Lead Securitization Note A Holder (or the any Servicer or the Trustee (if any) acting on its behalf) shall administer the Mortgage Loan in a manner consistent with the Servicing Agreement and this Agreement, provided that neither the Lead Securitization Note Holder nor any Servicer or the Trustee (if any) acting on its behalf shall be liable to the other Holders with respect to anything the Lead Securitization Note Holder or such Servicer or the Trustee (if any) may do or omit to do in relation to the Mortgage Loan, other than as expressly set forth in this Agreement. Without limiting the generality of the foregoing, the Lead Securitization Note A Holder (or the and any Servicer or the Trustee (if any) acting on its behalf) behalf may rely on the advice of legal counsel, accountants and other experts (including those retained by the Mortgage Loan Borrower) and upon any written communication or telephone conversation which the Lead Securitization Note A Holder or such Servicer or the Trustee (if any) believes to be genuine and correct or to have been signed, sent or made by the proper Person. (c) If title to the Mortgaged Property is acquired for the benefit of the Holders in foreclosure, by deed-in-lieu of foreclosure or upon abandonment or reclamation from bankruptcy, the deed or certificate of sale shall be taken in the name of the Lead Securitization Note Holder or its nominee (which shall not include any Servicer) on behalf of the Holders. The Servicer, on behalf of the Holders, shall dispose of any REO Property utilizing reasonable best efforts, consistent with Accepted Servicing Practices, to maximize the proceeds of such disposal to the Holders (as a collective whole) if and when such Servicer determines, consistent with Accepted Servicing Practices, that such disposal would be in the best economic interest of the Holders (as a collective whole). The Servicer shall (and shall be required under the Servicing Agreement to) manage, conserve, protect and operate each REO Property for the Holders solely for the purpose of its prompt disposition and sale in accordance with Accepted Servicing Practices. (d) The Servicer shall have full power and authority, subject only to the specific requirements and prohibitions of this Agreement, to do any and all things in connection with any REO Property as are consistent with Accepted Servicing Practices and the terms of this Agreement, all on such terms and for such period as such Servicer deems to be in the best interests of Holders (as a collective whole) and, in connection therewith, such Servicer shall only agree to the payment of management fees that are consistent with general market standards or to terms that are more favorable to the Holders. The Servicer shall (and shall be required under the Servicing Agreement to) segregate and hold all revenues received by it with respect to any REO Property separate and apart from its own funds and general assets and shall establish and maintain with respect to any REO Property a segregated custodial account (each, an “REO Account”). The Servicer shall (and shall be required under the Servicing Agreement to) deposit or cause to be deposited in the REO Account within two Business Days after receipt of properly identified funds received by it with respect to any REO Property (other than Liquidation Proceeds, which shall be remitted to the Collection Account), and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of such REO Property and for other Costs with respect to such REO Property, including: (i) all insurance premiums due and payable in respect of any REO Property; (ii) all real estate taxes and assessments in respect of any REO Property that may result in the imposition of a lien thereon; (iii) all ground rents in respect of any REO Property; (iv) all costs and expenses reasonable and necessary to protect, maintain, manage, operate, repair and restore any REO Property; and (v) to the extent that such REO Proceeds are insufficient for the purposes set forth in clauses (i) through (iv) above and the Servicer has provided written notice of such shortfall to the Holders of the necessity to take actions pursuant to this subsection (d), any expenditure associated with such actions taken by the Servicer shall be payable by the Holders at their option pursuant to Section 9. (e) The Servicer shall contract with an independent contractor, the fees and expenses of which shall be an expense of the Holders and payable out of REO Proceeds, for the operation and management of any REO Property, within forty-five (45) days after the Holders’ acquisition thereof (unless the Holders approve otherwise), provided that: (i) the terms and conditions of any such contract shall be reasonable and consistent with the terms of this Agreement and customary for the area and type of property and shall not be inconsistent herewith; (ii) any such contract shall require, or shall be administered to require, that the independent contractor pay all costs and expenses incurred in connection with the operation and management of such REO Property, including those listed above, and remit all related revenues (net of such costs and expenses) to the Servicer as soon as practicable, but in no event later than thirty (30) days following the receipt thereof by such independent contractor; (iii) none of the provisions of this subsection (e) relating to any such contract or to actions taken through any such independent contractor shall be deemed to relieve the Servicer of any of its duties and obligations to the Holders or the Lead Securitization Note Holder on behalf of the Holders with respect to the operation and management of any such REO Property; and (iv) the Servicer shall be obligated with respect thereto to the same extent as if it alone were performing all duties and obligations in connection with the operation and management of such REO Property. (f) The Servicer shall be entitled to enter into any agreement with any independent contractor performing services for it related to its duties and obligations hereunder for indemnification of such Servicer by such independent contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. When and as necessary, the Servicer shall send to the Holders a statement prepared by the Servicer setting forth the amount of net income or net loss, as determined for federal income tax purposes, resulting from the operation and management of a trade or business on, the furnishing or rendering of a non-customary service to the tenants of, or the receipt of any other amount not constituting rents in respect of, any REO Property. (g) With respect to the Specially Serviced Mortgage Loan or REO Property, which the Servicer has determined to sell in accordance with Accepted Servicing Practices, the Servicer shall deliver to the Holders an officers’ certificate to the effect that, the Servicer has determined to sell the Specially Serviced Mortgage Loan or REO Property in accordance with this subsection (g). The Servicer may then offer to sell to any Person the Specially Serviced Mortgage Loan which is in default or the REO Property (and shall on a monthly basis advise the Holders in writing of the status of the Specially Serviced Mortgage Loan or REO Property) or, subject to the following sentence, purchase the Specially Serviced Mortgage Loan or REO Property (in each case at the Defaulted Mortgage Loan Purchase Price), but shall, in any event, so offer to sell the REO Property no later than the time determined by the Servicer to be sufficient to result in the sale of the REO Property within the period specified in the REMIC Provisions. The Servicer shall deliver such officers’ certificate and give the Holders not less than ten (10) Business Days’ prior written notice of its intention to sell the Specially Serviced Mortgage Loan or REO Property, in which case the Servicer shall accept the highest offer received from any Person for the Specially Serviced Mortgage Loan or the REO Property in an amount at least equal to the Defaulted Mortgage Loan Purchase Price or, at its option, if it has received no offer at least equal to the Defaulted Mortgage Loan Purchase Price therefor, purchase the Specially Serviced Mortgage Loan or REO Property at the Defaulted Mortgage Loan Purchase Price. (h) In the absence of any such offer at the Defaulted Mortgage Loan Purchase Price, or purchase by the Servicer at the Defaulted Mortgage Loan Purchase Price, such Servicer shall accept the highest offer received from any Person that is determined by such Servicer to be a fair price for the Specially Serviced Mortgage Loan or REO Property; provided, that the Lead Securitization Note Holder (or the Servicer, if the Servicer or any Affiliate of the Servicer is not an offeror) shall be entitled to engage, at the expense of the Holders, an Appraiser to determine whether the highest offer is a fair price. Notwithstanding anything to the contrary herein, neither the Mortgage Loan Borrower nor any Mortgage Loan Borrower Related Party may make an offer or purchase the Specially Serviced Mortgage Loan or the REO Property pursuant hereto. (i) The Servicer shall not be obligated by either of the foregoing paragraphs or otherwise to accept the highest offer if the Servicer determines, in accordance with Accepted Servicing Practices, that rejection of such offer would be in the best interests of the Holders as a collective whole. In addition, the Servicer may accept a lower offer if it determines, in accordance with Accepted Servicing Practices, that acceptance of such offer would be in the best interests of the Holders as a collective whole (for example, if the prospective buyer making the lower offer is more likely to perform its obligations, or the terms offered by the prospective buyer making the lower offer are more favorable), provided that the offeror is not the Servicer or an Affiliate

Exercise of Remedies by the Servicer. (a) Subject Each of the Holders acknowledges that, subject to the terms of this Agreement (including without limitation, the Controlling Holder’s rights under Section 20 21 hereof) and the Servicing Agreement, (i) the Lead Securitization Note Holder (or any Servicer or Trustee (if any) on its behalf) may exercise or refrain from exercising any rights that such Lead Securitization Note Holder (or such Servicer or Trustee (if any)) may have hereunder or under the Servicing Agreement in a manner that may be adverse to the interests of the other Holders, so long as such actions are in accordance with Accepted Servicing Practices and the other terms of this Agreement, (ii) the Lead Securitization Note Holder shall have no liability whatsoever to the other Holders as a result of such Lead Securitization Note Holder’s (or any Servicer’s or Trustee’s) exercise of such rights or any omission by such Lead Securitization Note Holder (or any Servicer or Trustee) to exercise such rights, except as expressly provided herein or for acts or omissions that are taken or omitted to be taken by such Lead Securitization Note Holder that constitute the gross negligence or willful misconduct of such Lead Securitization Note Holder or a breach of this Agreement, and except as otherwise provided in this Agreement or (iii) the Servicer and the Special Servicer shall (and shall be required under the Servicing Agreement to) service and administer the Mortgage Loan on behalf 55 Amended and Restated Co-Lender Agreement(San Francisco Centre) of each Note A Holder and each Note B Holder (as a collective whole) in accordance with Accepted Servicing Practices, taking into account the interests of each Note A Holder and each Note B Holder; but in all cases giving due consideration to the fact that each Note B is subject and subordinate to each Note A in accordance with the terms of this Agreement. Each Note A Holder and each Note B Holder agree that the Servicer, to the extent consistent with the terms of this Agreement (including, without limitation, Section 21) and from and after the Lead Securitization Date subject to the applicable limitations set forth in this Agreement or the Servicing Agreement, the Servicer (or other party entitled and in accordance with the Servicing Agreement to act on behalf of the Holders) Agreement, shall have the sole and exclusive authority (in each case, subject to the Accepted Servicing Practices and the terms and conditions set forth in this Agreement, and the rights of any Controlling Holder) with respect to the administration of, and exercise of all rights and remedies with respect to, the Mortgage Loan granted under this Agreement or the Servicing AgreementLoan, including, without limitation, the sole and exclusive authority to (i) to modify or waive any of the terms of the Mortgage Loan Documents, (ii) to consent to any action or failure to act by any either or both of the Mortgage Loan Borrower Borrowers or any party to the Mortgage Loan Documents, (iii) to vote all claims with respect to the Mortgage Loan in any bankruptcy, insolvency or other similar proceedings and (iv) to take legal action to enforce or protect the Holders’ interests with respect to the Mortgage Loan or to refrain from exercising any powers or rights under the Mortgage Loan Documents, including the right at any time to declare call or waive any Events of Default, or accelerate or refrain from accelerating the Mortgage Loan or institute any foreclosure actionaction and in all cases acting in accordance with Accepted Servicing Practices and the terms of this Agreement and the Servicing Agreement, and subject to except as otherwise expressly provided in this Agreement and the terms and conditions of this Servicing Agreement, including, without limitation, Section 20 hereof, no Holder of a Non-Lead Securitization Note the other Holders shall have any no voting, consent or other rights whatsoever with respect to the Lead Securitization Note Holder’s or Servicer’s administration of, or exercise of its rights and remedies with respect to, the Mortgage Loan on behalf of the Note A Holder. Subject to the terms and conditions of the Servicing Agreement, and subject to the terms and conditions of Section 9(b) hereof, the Servicer on behalf of the Note A Holder shall have the sole and exclusive authority to make servicing advances with respect to the Mortgage Loan. Except as otherwise provided in this Agreement, the Note B Each Holder agrees that it shall have no right to, and hereby presently and irrevocably assigns and conveys to the Lead Securitization Note Holder and the Servicer (or other party entitled in accordance with and the Servicing Agreement to act on behalf of the Holders), Special Servicer the rights, if any, that such Holder has (Ai) to declare or cause the Lead Securitization Note A Holder or such the Servicer to declare an Event of Default under the Mortgage Loan, Loan (Bii) to exercise any remedies with respect to the Mortgage Loan or any Mortgage Loan BorrowerLoan, including, without limitation, filing or causing the Lead Securitization Note A Holder or such the Servicer to file any bankruptcy petition against any either or both of the Mortgage Loan Borrower Borrowers or (Ciii) to vote any claims with respect to the Mortgage Loan in any bankruptcy, insolvency or similar type of proceeding of either or both of the Mortgage Loan BorrowerBorrowers. The Note B Each Holder (or a servicer on its behalf) shall, from time to time, execute such documents as the Lead Securitization Note A Holder Holder, the Servicer or the Special Servicer shall reasonably request to evidence such assignment with respect to the rights described in clause (iii) of the first sentence preceding sentence. Except when acting in this Section 19(a). The the capacity of trustee or paying agent, the Lead Securitization Note B Holder acknowledges that the Servicer on behalf of Note A Holder may in its sole discretion exercise, or omit to exercise, any rights that the Servicer on behalf of Note A Holder may have under this Agreement or the Servicing Agreement in a manner that may be adverse to such Holder’s interests, and that the Servicer on behalf of Note A Holder shall have no liability whatsoever to it (or a servicer on its behalf), other than as set forth in Section 8 hereof, in connection with exercise of rights by the Servicer on behalf of the Note A Holder or any omission by the Servicer on behalf of the Note A Holder to exercise such rights. The Note A Holder (or the Servicer or the Special Servicer acting on behalf of the such Lead Securitization Note A Holder) shall not have any fiduciary duty to any the other Holder Holders in connection with the administration of the Mortgage LoanLoan but shall in all events be obligated to act in accordance with Accepted Servicing Practices. The foregoing provisions of this Section 19(a) shall not limit the right of the Note B Holder or any Affiliate thereof to be the Special Servicer or to exercise its rights as Controlling Holder under this Agreement or Controlling Holder under the Servicing Agreement. The Note B Each Holder expressly and irrevocably waives for itself and any Person claiming through or under such Holder any and all rights that it may have under Section 1315 of the New York Real Property Actions and Proceedings Law or the provisions of any similar law that purports to give a junior noteholder, mortgagee or loan participant the right to initiate any loan enforcement or foreclosure proceedings. (b) Notwithstanding anything to the contrary contained herein, the exercise by the Lead Securitization Note A Holder (or the any Servicer or the Trustee (if any) acting on its behalf) of its rights under this Section 19 20 shall be subject in all respects to any section sections of the Servicing 56 Amended and Restated Co-Lender Agreement(San Francisco Centre) Agreement governing REMIC administration, and in no event shall the Lead Securitization Note A Holder (or the any Servicer or the Trustee (if any) acting on its behalf) be permitted to take any action or refrain from taking any action which would violate the laws of any applicable jurisdiction, breach the Mortgage Loan Documents or Documents, be inconsistent with the Accepted Servicing Standard Practices or violate any other provisions of the Servicing Agreement or this Agreement or cause the arrangement evidenced hereby not to be treated as a “grantor trust” for federal Federal income tax purposes. (c) . The Lead Securitization Note A Holder (or the any Servicer or the Trustee (if any) acting on its behalf) shall exercise such rights and powers described in this Section 19 20 on the understanding that the Lead Securitization Note A Holder (or the any Servicer or the Trustee (if any) acting on its behalf) shall administer the Mortgage Loan in a manner consistent with the Servicing Agreement and this Agreement, provided that neither the Lead Securitization Note Holder nor any Servicer or the Trustee (if any) acting on its behalf shall be liable to the other Holders with respect to anything the Lead Securitization Note Holder or such Servicer or the Trustee (if any) may do or omit to do in relation to the Mortgage Loan, other than as expressly set forth in this Agreement. Without limiting the generality of the foregoing, the Lead Securitization Note A Holder (or the and any Servicer or the Trustee (if any) acting on its behalf) behalf may rely on the advice of legal counsel, accountants and other experts (including those retained by the Mortgage Loan BorrowerBorrowers) and upon any written communication or telephone conversation which the Lead Securitization Note A Holder or such Servicer or the Trustee (if any) believes to be genuine and correct or to have been signed, sent or made by the proper Person. (c) If title to the Mortgaged Property is acquired for the benefit of the Holders in foreclosure, by deed-in-lieu of foreclosure or upon abandonment or reclamation from bankruptcy, the deed or certificate of sale shall be taken in the name of the Lead Securitization Note Holder or its nominee (which shall not include any Servicer) on behalf of the Holders. The Servicer, on behalf of the Holders, shall dispose of any REO Property utilizing reasonable best efforts, consistent with Accepted Servicing Practices, to maximize the proceeds of such disposal to the Holders (as a collective whole) if and when such Servicer determines, consistent with Accepted Servicing Practices, that such disposal would be in the best economic interest of the Holders (as a collective whole). The Servicer shall (and shall be required under the Servicing Agreement to) manage, conserve, protect and operate each REO Property for the Holders solely for the purpose of its prompt disposition and sale in accordance with Accepted Servicing Practices. (d) The Servicer shall have full power and authority, subject only to the specific requirements and prohibitions of this Agreement, to do any and all things in connection with any REO Property as are consistent with Accepted Servicing Practices and the terms of this Agreement, all on such terms and for such period as such Servicer deems to be in the best interests of Holders (as a collective whole) and, in connection therewith, such Servicer shall only agree to the payment of management fees that are consistent with general market standards or to terms that are more favorable to the Holders. The Servicer shall (and shall be required under the Servicing Agreement to) segregate and hold all revenues received by it with respect to any REO Property separate and apart from its own funds and general assets and shall establish and maintain with respect to any REO Property a segregated custodial account (each, an “REO Account”). The Servicer shall (and shall be required under the Servicing Agreement to) deposit or cause to be deposited in the REO Account within two Business Days after receipt of properly identified funds received by it with respect to any REO Property (other than Liquidation 57 Amended and Restated Co-Lender Agreement(San Francisco Centre) Proceeds, which shall be remitted to the Collection Account), and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of such REO Property and for other Costs with respect to such REO Property, including: (i) all insurance premiums due and payable in respect of any REO Property; (ii) all real estate taxes and assessments in respect of any REO Property that may result in the imposition of a lien thereon; (iii) all ground rents in respect of any REO Property; (iv) all costs and expenses reasonable and necessary to protect, maintain, manage, operate, repair and restore any REO Property; and (v) to the extent that such REO Proceeds are insufficient for the purposes set forth in clauses (i) through (iv) above and the Servicer has provided written notice of such shortfall to the Holders of the necessity to take actions pursuant to this subsection (d), any expenditure associated with such actions taken by the Servicer shall be payable by the Holders at their option pursuant to Section 9. (e) The Servicer shall contract with an independent contractor, the fees and expenses of which shall be an expense of the Holders and payable out of REO Proceeds, for the operation and management of any REO Property, within forty-five (45) days after the Holders’ acquisition thereof (unless the Holders approve otherwise), provided that: (i) the terms and conditions of any such contract shall be reasonable and consistent with the terms of this Agreement and customary for the area and type of property and shall not be inconsistent herewith; (ii) any such contract shall require, or shall be administered to require, that the independent contractor pay all costs and expenses incurred in connection with the operation and management of such REO Property, including those listed above, and remit all related revenues (net of such costs and expenses) to the Servicer as soon as practicable, but in no event later than thirty (30) days following the receipt thereof by such independent contractor; (iii) none of the provisions of this subsection (e) relating to any such contract or to actions taken through any such independent contractor shall be deemed to relieve the Servicer of any of its duties and obligations to the Holders or the Lead Securitization Note Holder on behalf of the Holders with respect to the operation and management of any such REO Property; and (iv) the Servicer shall be obligated with respect thereto to the same extent as if it alone were performing all duties and obligations in connection with the operation and management of such REO Property. (f) The Servicer shall be entitled to enter into any agreement with any independent contractor performing services for it related to its duties and obligations hereunder 58 Amended and Restated Co-Lender Agreement(San Francisco Centre) for indemnification of such Servicer by such independent contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. When and as necessary, the Servicer shall send to the Holders a statement prepared by the Servicer setting forth the amount of net income or net loss, as determined for federal income tax purposes, resulting from the operation and management of a trade or business on, the furnishing or rendering of a non-customary service to the tenants of, or the receipt of any other amount not constituting rents in respect of, any REO Property. (g) With respect to the Specially Serviced Mortgage Loan or REO Property, which the Servicer has determined to sell in accordance with Accepted Servicing Practices, the Servicer shall deliver to the Holders an officers’ certificate to the effect that, the Servicer has determined to sell the Specially Serviced Mortgage Loan or REO Property in accordance with this subsection (g). The Servicer may then offer to sell to any Person the Specially Serviced Mortgage Loan which is in default or the REO Property (and shall on a monthly basis advise the Holders in writing of the status of the Specially Serviced Mortgage Loan or REO Property) or, subject to the following sentence, purchase the Specially Serviced Mortgage Loan or REO Property (in each case at the Defaulted Mortgage Loan Purchase Price), but shall, in any event, so offer to sell the REO Property no later than the time determined by the Servicer to be sufficient to result in the sale of the REO Property within the period specified in the REMIC Provisions. The Servicer shall deliver such officers’ certificate and give the Holders not less than ten (10) Business Days’ prior written notice of its intention to sell the Specially Serviced Mortgage Loan or REO Property, in which case the Servicer shall accept the highest offer received from any Person for the Specially Serviced Mortgage Loan or the REO Property in an amount at least equal to the Defaulted Mortgage Loan Purchase Price or, at its option, if it has received no offer at least equal to the Defaulted Mortgage Loan Purchase Price therefor, purchase the Specially Serviced Mortgage Loan or REO Property at the Defaulted Mortgage Loan Purchase Price. (h) In the absence of any such offer at the Defaulted Mortgage Loan Purchase Price, or purchase by the Servicer at the Defaulted Mortgage Loan Purchase Price, such Servicer shall accept the highest offer received from any Person that is determined by such Servicer to be a fair price for the Specially Serviced Mortgage Loan or REO Property; provided, that the Lead Securitization Note Holder (or the Servicer, if the Servicer or any Affiliate of the Servicer is not an offeror) shall be entitled to engage, at the expense of the Holders, an Appraiser to determine whether the highest offer is a fair price. Notwithstanding anything to the contrary herein, neither the Mortgage Loan Borrowers nor any Mortgage Loan Borrower Related Party may make an offer or purchase the Specially Serviced Mortgage Loan or the REO Property pursuant hereto. (i) The Servicer shall not be obligated by either of the foregoing paragraphs or otherwise to accept the highest offer if the Servicer determines, in accordance with Accepted Servicing Practices, that rejection of such offer would be in the best interests of the Holders as a collective whole. In addition, the Servicer may accept a lower offer if it determines, in accordance with Accepted Servicing Practices, that acceptance of such

Exercise of Remedies by the Servicer. (a) Subject Each of the Holders acknowledges that, subject to the terms of this Agreement (including without limitation, the Controlling Holder’s rights under Section 20 21 hereof) and the Servicing Agreement, (i) the Lead Note Holder (or any Servicer or Trustee (if any) on its behalf) may exercise or refrain from exercising any rights that such Lead Note Holder (or such Servicer or Trustee (if any)) may have hereunder or under the Servicing Agreement in a manner that may be adverse to the interests of the other Holders, so long as such actions are in accordance with Accepted Servicing Practices and the other terms of this Agreement, (ii) the Lead Note Holder shall have no liability whatsoever to the other Holders as a result of such Lead Note Holder’s (or any Servicer’s or Trustee’s) exercise of such rights or any omission by such Lead Note Holder (or any Servicer or Trustee) to exercise such rights, except as expressly provided herein or for acts or omissions that are taken or omitted to be taken by such Lead Note Holder that constitute the gross negligence or willful misconduct of such Lead Note Holder or a breach of this Agreement, and except as otherwise provided in this Agreement or (iii) the Servicer and the Special Servicer shall (and shall be required under the Servicing Agreement to) service and administer the Mortgage Loan on behalf of each Note A Holder and the Note B Holder (as a collective whole) in accordance with Accepted Servicing Practices, taking into account the interests of each Note A Holder and the Note B Holder; but in all cases giving due consideration to the fact that Note B is subject and subordinate to each A Note in accordance with the terms of this Agreement. Each Note A Holder and the Note B Holder agree that the Servicer, to the extent consistent with the terms of this Agreement (including, without limitation, Section 21) and after the Lead Securitization Date subject to the applicable limitations set forth in this Agreement or the Servicing Agreement, the Servicer (or other party entitled and in accordance with the Servicing Agreement to act on behalf of the Holders) Agreement, shall have the sole and exclusive authority (in each case, subject to the Accepted Servicing Practices and the terms and conditions set forth in this Agreement, including without limitation the rights of the Controlling Holder) with respect to the administration of, and exercise of all rights and remedies with respect to, the Mortgage Loan granted under this Agreement or the Servicing AgreementLoan, including, without limitation, the sole and exclusive authority to (i) to modify or waive any of the terms of the Mortgage Loan Documents, (ii) to consent to any action or failure to act by any the Mortgage Loan Borrower or any party to the Mortgage Loan Documents, (iii) to vote all claims with respect to the Mortgage Loan in any bankruptcy, insolvency or other similar proceedings and (iv) to take legal action to enforce or protect the Holders’ interests with respect to the Mortgage Loan or to refrain from exercising -4▇- ▇▇-▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ any powers or rights under the Mortgage Loan Documents, including the right at any time to declare call or waive any Events of Default, or accelerate or refrain from accelerating the Mortgage Loan or institute any foreclosure actionaction and in all cases acting in accordance with Accepted Servicing Practices and the terms of this Agreement and the Servicing Agreement, and subject to except as otherwise expressly provided in this Agreement and the terms and conditions of this Servicing Agreement, including, without limitation, Section 20 hereof, no Holder of a Non-Lead Securitization Note the other Holders shall have any no voting, consent or other rights whatsoever with respect to the Lead Note Holder’s or Servicer’s administration of, or exercise of its rights and remedies with respect to, the Mortgage Loan on behalf of the Note A Holder. Subject to the terms and conditions of the Servicing Agreement, and subject to the terms and conditions of Section 9(b) hereof, the Servicer on behalf of the Note A Holder shall have the sole and exclusive authority to make servicing advances with respect to the Mortgage Loan. Except as otherwise provided in this Agreement, the Note B Each Holder agrees that it shall have no right to, and hereby presently and irrevocably assigns and conveys to the Lead Note Holder and the Servicer (or other party entitled in accordance with and the Servicing Agreement to act on behalf of the Holders), Special Servicer the rights, if any, that such Holder has (Ai) to declare or cause the Lead Note A Holder or such the Servicer to declare an Event of Default under the Mortgage Loan, Loan (Bii) to exercise any remedies with respect to the Mortgage Loan or any Mortgage Loan BorrowerLoan, including, without limitation, filing or causing the Lead Note A Holder or such the Servicer to file any bankruptcy petition against any the Mortgage Loan Borrower or (Ciii) to vote any claims with respect to the Mortgage Loan in any bankruptcy, insolvency or similar type of proceeding of the Mortgage Loan Borrower. The Note B Each Holder (or a servicer on its behalf) shall, from time to time, execute such documents as the Lead Note A Holder Holder, the Servicer or the Special Servicer shall reasonably request to evidence such assignment with respect to the rights described in clause (iii) of the first sentence preceding sentence. Except when acting in this Section 19(a). The the capacity of trustee or paying agent, the Lead Note B Holder acknowledges that the Servicer on behalf of Note A Holder may in its sole discretion exercise, or omit to exercise, any rights that the Servicer on behalf of Note A Holder may have under this Agreement or the Servicing Agreement in a manner that may be adverse to such Holder’s interests, and that the Servicer on behalf of Note A Holder shall have no liability whatsoever to it (or a servicer on its behalf), other than as set forth in Section 8 hereof, in connection with exercise of rights by the Servicer on behalf of the Note A Holder or any omission by the Servicer on behalf of the Note A Holder to exercise such rights. The Note A Holder (or the Servicer acting on behalf of the Note A Holder) shall not have any fiduciary duty to any the other Holder Holders in connection with the administration of the Mortgage LoanLoan but shall in all events be obligated to act in accordance with Accepted Servicing Practices. The foregoing provisions of this Section 19(a) shall not limit the right of the Note B Holder or any Affiliate thereof to be the Special Servicer or to exercise its rights as Controlling Holder under this Agreement or Controlling Holder under the Servicing Agreement. The Note B Each Holder expressly and irrevocably waives for itself and any Person claiming through or under such Holder any and all rights that it may have under Section 1315 of the New York Real Property Actions and Proceedings Law or the provisions of any similar law that purports to give a junior noteholder, mortgagee or loan participant the right to initiate any loan enforcement or foreclosure proceedings. (b) Notwithstanding anything to the contrary contained herein, the exercise by the Lead Note A Holder (or the any Servicer or the Trustee (if any) acting on its behalf) of its rights under this Section 19 20 shall be subject in all respects to any section sections of the Servicing Agreement governing REMIC administration, and in no event shall the Lead Note A Holder (or the any Servicer or the Trustee (if any) acting on its behalf) be permitted to take any action or refrain from taking any action which would violate the laws of any applicable jurisdiction, breach the Mortgage Loan Documents or Documents, be inconsistent with the Accepted Servicing Standard Practices or violate any other provisions of the Servicing Agreement or this Agreement or cause the arrangement evidenced hereby not to be treated as a “grantor trust” for federal Federal income tax purposes. (c) . The Lead Note A Holder (or the any Servicer or the Trustee (if any) acting on its behalf) shall exercise such rights and powers described in this Section 19 20 on the understanding that the Lead Note A Holder (or the any Servicer or the Trustee (if any) acting on its behalf) shall administer the Mortgage Loan in a manner consistent with the Servicing Agreement and this Agreement, provided that neither the Lead Note Holder nor any Servicer or the Trustee (if any) acting on its behalf shall be liable to the other Holders with respect to anything the Lead Note Holder or such Servicer or the Trustee (if any) may do or omit to do in relation to the Mortgage Loan, other than as expressly set forth in this Agreement. Without limiting the generality of the foregoing, the Lead Note A Holder (or the and any Servicer or the Trustee (if any) acting on its behalf) behalf may rely on the advice of legal counsel, accountants and other experts (including those retained by the Mortgage Loan Borrower) and upon any written communication or telephone conversation which -4▇- ▇▇-▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ the Lead Note A Holder or such Servicer or the Trustee (if any) believes to be genuine and correct or to have been signed, sent or made by the proper Person. (c) If title to the Mortgaged Property is acquired for the benefit of the Holders in foreclosure, by deed-in-lieu of foreclosure or upon abandonment or reclamation from bankruptcy, the deed or certificate of sale shall be taken in the name of the Lead Note Holder or its nominee (which shall not include any Servicer) on behalf of the Holders. The applicable Servicer, on behalf of the Holders, shall dispose of any REO Property utilizing reasonable best efforts, consistent with Accepted Servicing Practices, to maximize the proceeds of such disposal to the Holders (as a collective whole) if and when such Servicer determines, consistent with Accepted Servicing Practices, that such disposal would be in the best economic interest of the Holders (as a collective whole). The applicable Servicer shall (and shall be required under the Servicing Agreement to) manage, conserve, protect and operate each REO Property for the Holders solely for the purpose of its prompt disposition and sale in accordance with Accepted Servicing Practices. (d) The applicable Servicer shall have full power and authority, subject only to the specific requirements and prohibitions of this Agreement, to do any and all things in connection with any REO Property as are consistent with Accepted Servicing Practices and the terms of this Agreement, all on such terms and for such period as such Servicer deems to be in the best interests of Holders (as a collective whole) and, in connection therewith, such Servicer shall only agree to the payment of management fees that are consistent with general market standards or to terms that are more favorable to the Holders. The applicable Servicer shall (and shall be required under the Servicing Agreement to) segregate and hold all revenues received by it with respect to any REO Property separate and apart from its own funds and general assets and shall establish and maintain with respect to any REO Property a segregated custodial account (each, an “REO Account”). The applicable Servicer shall (and shall be required under the Servicing Agreement to) deposit or cause to be deposited in the REO Account within one Business Day after receipt all revenues received by it with respect to any REO Property (other than Liquidation Proceeds, which shall be remitted to the Collection Account), and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of such REO Property and for other Costs with respect to such REO Property, including: (i) all insurance premiums due and payable in respect of any REO Property; (ii) all real estate taxes and assessments in respect of any REO Property that may result in the imposition of a lien thereon; (iii) all ground rents in respect of any REO Property (if applicable); (iv) all costs and expenses reasonable and necessary to protect, maintain, manage, operate, repair and restore any REO Property; and (v) to the extent that such REO Proceeds are insufficient for the purposes set forth in clauses (i) through (iv) above and the applicable Servicer has provided written notice of such shortfall to the Holders of the necessity to take actions pursuant to this -4▇- ▇▇-▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ subsection (d), any expenditure associated with such actions taken by the applicable Servicer shall be payable by the Holders at their option pursuant to Section 9. (e) The applicable Servicer shall contract with an independent contractor, the fees and expenses of which shall be an expense of the Holders and payable out of REO Proceeds, for the operation and management of any REO Property, within forty-five (45) days after the Holders’ acquisition thereof (unless the Holders approve otherwise), provided that: (i) the terms and conditions of any such contract shall be reasonable and consistent with the terms of this Agreement and customary for the area and type of property and shall not be inconsistent herewith; (ii) any such contract shall require, or shall be administered to require, that the independent contractor pay all costs and expenses incurred in connection with the operation and management of such REO Property, including those listed above, and remit all related revenues (net of such costs and expenses) to the applicable Servicer as soon as practicable, but in no event later than thirty (30) days following the receipt thereof by such independent contractor; (iii) none of the provisions of this subsection (e) relating to any such contract or to actions taken through any such independent contractor shall be deemed to relieve the applicable Servicer of any of its duties and obligations to the Holders or the Lead Note Holder on behalf of the Holders with respect to the operation and management of any such REO Property; and (iv) the applicable Servicer shall be obligated with respect thereto to the same extent as if it alone were performing all duties and obligations in connection with the operation and management of such REO Property. (f) The applicable Servicer shall be entitled to enter into any agreement with any independent contractor performing services for it related to its duties and obligations hereunder for indemnification of such Servicer by such independent contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. When and as necessary, the applicable Servicer shall send to the Holders a statement prepared by the applicable Servicer setting forth the amount of net income or net loss, as determined for federal income tax purposes, resulting from the operation and management of a trade or business on, the furnishing or rendering of a non-customary service to the tenants of, or the receipt of any other amount not constituting rents in respect of, any REO Property. (g) With respect to any Specially Serviced Mortgage Loan or REO Property which the applicable Servicer has determined to sell in accordance with Accepted Servicing Practices, the applicable Servicer shall deliver to the Holders an officers’ certificate to the effect that, the applicable Servicer has determined to sell such Specially Serviced Mortgage Loan or REO Property in accordance with this subsection (g). The applicable Servicer may then offer to sell to any Person the Specially Serviced Mortgage Loan which is in Default or the REO Property (and shall on a monthly basis advise the Holders in writing of the status of such Specially Serviced -44- Co-Lender AgreementUniversity Village Mortgage Loan or REO Property) or, subject to the following sentence, purchase any such Specially Serviced Mortgage Loan or REO Property (in each case at the Defaulted Mortgage Loan Purchase Price), but shall, in any event, so offer to sell any REO Property no later than the time determined by the applicable Servicer to be sufficient to result in the sale of such REO Property within the period specified in the REMIC Provisions. The applicable Servicer shall deliver such officers’ certificate and give the Holders not less than ten (10) Business Days’ prior written notice of its intention to sell any Specially Serviced Mortgage Loan or REO Property, in which case the applicable Servicer shall accept the highest offer received from any Person for the Specially Serviced Mortgage Loan or any REO Property in an amount at least equal to the Defaulted Mortgage Loan Purchase Price or, at its option, if it has received no offer at least equal to the Defaulted Mortgage Loan Purchase Price therefor, purchase the Specially Serviced Mortgage Loan or REO Property at the Defaulted Mortgage Loan Purchase Price. (h) In the absence of any such offer at the Defaulted Mortgage Loan Purchase Price, or purchase by the applicable Servicer at the Defaulted Mortgage Loan Purchase Price, such Servicer shall accept the highest offer received from any Person that is determined by such Servicer to be a fair price for such Specially Serviced Mortgage Loan or REO Property; provided that the Lead Note Holder (or the applicable Servicer, if the applicable Servicer or any Affiliate of the applicable Servicer is not an offeror) shall be entitled to engage, at the expense of the Holders, an Appraiser to determine whether the highest offer is a fair price. Notwithstanding anything to the contrary herein, neither the Mortgage Loan Borrower nor any Mortgage Loan Borrower Related Party may make an offer or purchase any Specially Serviced Mortgage Loan or any REO Property pursuant hereto. (i) The applicable Servicer shall not be obligated by either of the foregoing paragraphs or otherwise to accept the highest offer if the applicable Servicer determines, in accordance with Accepted Servicing Practices, that rejection of such offer would be in the best interests of the Holders as a collective whole. In addition, the applicable Servicer may accept a lower offer if it determines, in accordance with Accepted Servicing Practices, that acceptance of such offer would be in the best interests of the Holders as a collective whole (for example, if the prospective buyer making the lower offer is more likely to perform its obligations, or the terms offered by the prospective buyer making the lower offer are more favorable), provided that the o

Exercise of Remedies by the Servicer. (a) Subject Each of the Holders acknowledges that, subject to the terms of this Agreement (including without limitation, the Controlling Holder’s rights under Section 20 21 hereof) and the Servicing Agreement, (i) the Lead Note Holder (or any Servicer or Trustee (if any) on its behalf) may exercise or refrain from exercising any rights that such Lead Note Holder (or such Servicer or Trustee (if any)) may have hereunder or under the Servicing Agreement in a manner that may be adverse to the interests of the other Holders, so long as such actions are in accordance with Accepted Servicing Practices and the other terms of this Agreement, (ii) the Lead Note Holder shall have no liability whatsoever to the other Holders as a result of such Lead Note Holder’s (or any Servicer’s or Trustee’s) exercise of such rights or any omission by such Lead Note Holder (or any Servicer or Trustee) to exercise such rights, except as expressly provided herein or for acts or omissions that are taken or omitted to be taken by such Lead Note Holder that constitute the gross negligence or willful misconduct of such Lead Note Holder or a breach of this Agreement, and except as otherwise provided in this Agreement or (iii) the Servicer and the Special Servicer shall (and shall be required under the Servicing Agreement to) service and administer the Mortgage Loan on behalf of each Note A Holder and the Note B Holder (as a collective whole) in accordance with Accepted Servicing Practices, taking into account the interests of each Note A Holder and the Note B Holder; but in all cases giving due consideration to the fact that Note B is subject and subordinate to each A Note in accordance with the terms of this Agreement. Each Note A Holder and the Note B Holder agree that the Servicer, to the extent consistent with the terms of this Agreement (including, without limitation, Section 21) and after the Lead Securitization Date subject to the applicable limitations set forth in this Agreement or the Servicing Agreement, the Servicer (or other party entitled and in accordance with the Servicing Agreement to act on behalf of the Holders) Agreement, shall have the sole and exclusive authority (in each case, subject to the Accepted Servicing Practices and the terms and conditions set forth in this Agreement, including without limitation the rights of the Controlling Holder) with respect to the administration of, and exercise of all rights and remedies with respect to, the Mortgage Loan granted under this Agreement or the Servicing AgreementLoan, including, without limitation, the sole and exclusive authority to (i) to modify or waive any of the terms of the Mortgage Loan Documents, (ii) to consent to any action or failure to act by any the Mortgage Loan Borrower or any party to the Mortgage Loan Documents, (iii) to vote all claims with respect to the Mortgage Loan in any bankruptcy, insolvency or other similar proceedings and (iv) to take legal action to enforce or protect the Holders’ interests with respect to the Mortgage Loan or to refrain from exercising -▇▇- ▇▇-▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ any powers or rights under the Mortgage Loan Documents, including the right at any time to declare call or waive any Events of Default, or accelerate or refrain from accelerating the Mortgage Loan or institute any foreclosure actionaction and in all cases acting in accordance with Accepted Servicing Practices and the terms of this Agreement and the Servicing Agreement, and subject to except as otherwise expressly provided in this Agreement and the terms and conditions of this Servicing Agreement, including, without limitation, Section 20 hereof, no Holder of a Non-Lead Securitization Note the other Holders shall have any no voting, consent or other rights whatsoever with respect to the Lead Note Holder’s or Servicer’s administration of, or exercise of its rights and remedies with respect to, the Mortgage Loan on behalf of the Note A Holder. Subject to the terms and conditions of the Servicing Agreement, and subject to the terms and conditions of Section 9(b) hereof, the Servicer on behalf of the Note A Holder shall have the sole and exclusive authority to make servicing advances with respect to the Mortgage Loan. Except as otherwise provided in this Agreement, the Note B Each Holder agrees that it shall have no right to, and hereby presently and irrevocably assigns and conveys to the Lead Note Holder and the Servicer (or other party entitled in accordance with and the Servicing Agreement to act on behalf of the Holders), Special Servicer the rights, if any, that such Holder has (Ai) to declare or cause the Lead Note A Holder or such the Servicer to declare an Event of Default under the Mortgage Loan, Loan (Bii) to exercise any remedies with respect to the Mortgage Loan or any Mortgage Loan BorrowerLoan, including, without limitation, filing or causing the Lead Note A Holder or such the Servicer to file any bankruptcy petition against any the Mortgage Loan Borrower or (Ciii) to vote any claims with respect to the Mortgage Loan in any bankruptcy, insolvency or similar type of proceeding of the Mortgage Loan Borrower. The Note B Each Holder (or a servicer on its behalf) shall, from time to time, execute such documents as the Lead Note A Holder Holder, the Servicer or the Special Servicer shall reasonably request to evidence such assignment with respect to the rights described in clause (iii) of the first sentence preceding sentence. Except when acting in this Section 19(a). The the capacity of trustee or paying agent, the Lead Note B Holder acknowledges that the Servicer on behalf of Note A Holder may in its sole discretion exercise, or omit to exercise, any rights that the Servicer on behalf of Note A Holder may have under this Agreement or the Servicing Agreement in a manner that may be adverse to such Holder’s interests, and that the Servicer on behalf of Note A Holder shall have no liability whatsoever to it (or a servicer on its behalf), other than as set forth in Section 8 hereof, in connection with exercise of rights by the Servicer on behalf of the Note A Holder or any omission by the Servicer on behalf of the Note A Holder to exercise such rights. The Note A Holder (or the Servicer acting on behalf of the Note A Holder) shall not have any fiduciary duty to any the other Holder Holders in connection with the administration of the Mortgage LoanLoan but shall in all events be obligated to act in accordance with Accepted Servicing Practices. The foregoing provisions of this Section 19(a) shall not limit the right of the Note B Holder or any Affiliate thereof to be the Special Servicer or to exercise its rights as Controlling Holder under this Agreement or Controlling Holder under the Servicing Agreement. The Note B Each Holder expressly and irrevocably waives for itself and any Person claiming through or under such Holder any and all rights that it may have under Section 1315 of the New York Real Property Actions and Proceedings Law or the provisions of any similar law that purports to give a junior noteholder, mortgagee or loan participant the right to initiate any loan enforcement or foreclosure proceedings. (b) Notwithstanding anything to the contrary contained herein, the exercise by the Lead Note A Holder (or the any Servicer or the Trustee (if any) acting on its behalf) of its rights under this Section 19 20 shall be subject in all respects to any section sections of the Servicing Agreement governing REMIC administration, and in no event shall the Lead Note A Holder (or the any Servicer or the Trustee (if any) acting on its behalf) be permitted to take any action or refrain from taking any action which would violate the laws of any applicable jurisdiction, breach the Mortgage Loan Documents or Documents, be inconsistent with the Accepted Servicing Standard Practices or violate any other provisions of the Servicing Agreement or this Agreement or cause the arrangement evidenced hereby not to be treated as a “grantor trust” for federal Federal income tax purposes. (c) . The Lead Note A Holder (or the any Servicer or the Trustee (if any) acting on its behalf) shall exercise such rights and powers described in this Section 19 20 on the understanding that the Lead Note A Holder (or the any Servicer or the Trustee (if any) acting on its behalf) shall administer the Mortgage Loan in a manner consistent with the Servicing Agreement and this Agreement, provided that neither the Lead Note Holder nor any Servicer or the Trustee (if any) acting on its behalf shall be liable to the other Holders with respect to anything the Lead Note Holder or such Servicer or the Trustee (if any) may do or omit to do in relation to the Mortgage Loan, other than as expressly set forth in this Agreement. Without limiting the generality of the foregoing, the Lead Note A Holder (or the and any Servicer or the Trustee (if any) acting on its behalf) behalf may rely on the advice of legal counsel, accountants and other experts (including those retained by the Mortgage Loan Borrower) and upon any written communication or telephone conversation which -▇▇- ▇▇-▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ the Lead Note A Holder or such Servicer or the Trustee (if any) believes to be genuine and correct or to have been signed, sent or made by the proper Person. (c) If title to the Mortgaged Property is acquired for the benefit of the Holders in foreclosure, by deed-in-lieu of foreclosure or upon abandonment or reclamation from bankruptcy, the deed or certificate of sale shall be taken in the name of the Lead Note Holder or its nominee (which shall not include any Servicer) on behalf of the Holders. The applicable Servicer, on behalf of the Holders, shall dispose of any REO Property utilizing reasonable best efforts, consistent with Accepted Servicing Practices, to maximize the proceeds of such disposal to the Holders (as a collective whole) if and when such Servicer determines, consistent with Accepted Servicing Practices, that such disposal would be in the best economic interest of the Holders (as a collective whole). The applicable Servicer shall (and shall be required under the Servicing Agreement to) manage, conserve, protect and operate each REO Property for the Holders solely for the purpose of its prompt disposition and sale in accordance with Accepted Servicing Practices. (d) The applicable Servicer shall have full power and authority, subject only to the specific requirements and prohibitions of this Agreement, to do any and all things in connection with any REO Property as are consistent with Accepted Servicing Practices and the terms of this Agreement, all on such terms and for such period as such Servicer deems to be in the best interests of Holders (as a collective whole) and, in connection therewith, such Servicer shall only agree to the payment of management fees that are consistent with general market standards or to terms that are more favorable to the Holders. The applicable Servicer shall (and shall be required under the Servicing Agreement to) segregate and hold all revenues received by it with respect to any REO Property separate and apart from its own funds and general assets and shall establish and maintain with respect to any REO Property a segregated custodial account (each, an “REO Account”). The applicable Servicer shall (and shall be required under the Servicing Agreement to) deposit or cause to be deposited in the REO Account within one Business Day after receipt all revenues received by it with respect to any REO Property (other than Liquidation Proceeds, which shall be remitted to the Collection Account), and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of such REO Property and for other Costs with respect to such REO Property, including: (i) all insurance premiums due and payable in respect of any REO Property; (ii) all real estate taxes and assessments in respect of any REO Property that may result in the imposition of a lien thereon; (iii) all ground rents in respect of any REO Property (if applicable); (iv) all costs and expenses reasonable and necessary to protect, maintain, manage, operate, repair and restore any REO Property; and (v) to the extent that such REO Proceeds are insufficient for the purposes set forth in clauses (i) through (iv) above and the applicable Servicer has provided written notice of such shortfall to the Holders of the necessity to take actions pursuant to this -▇▇- ▇▇-▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ subsection (d), any expenditure associated with such actions taken by the applicable Servicer shall be payable by the Holders at their option pursuant to Section 9. (e) The applicable Servicer shall contract with an independent contractor, the fees and expenses of which shall be an expense of the Holders and payable out of REO Proceeds, for the operation and management of any REO Property, within forty-five (45) days after the Holders’ acquisition thereof (unless the Holders approve otherwise), provided that: (i) the terms and conditions of any such contract shall be reasonable and consistent with the terms of this Agreement and customary for the area and type of property and shall not be inconsistent herewith; (ii) any such contract shall require, or shall be administered to require, that the independent contractor pay all costs and expenses incurred in connection with the operation and management of such REO Property, including those listed above, and remit all related revenues (net of such costs and expenses) to the applicable Servicer as soon as practicable, but in no event later than thirty (30) days following the receipt thereof by such independent contractor; (iii) none of the provisions of this subsection (e) relating to any such contract or to actions taken through any such independent contractor shall be deemed to relieve the applicable Servicer of any of its duties and obligations to the Holders or the Lead Note Holder on behalf of the Holders with respect to the operation and management of any such REO Property; and (iv) the applicable Servicer shall be obligated with respect thereto to the same extent as if it alone were performing all duties and obligations in connection with the operation and management of such REO Property. (f) The applicable Servicer shall be entitled to enter into any agreement with any independent contractor performing services for it related to its duties and obligations hereunder for indemnification of such Servicer by such independent contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. When and as necessary, the applicable Servicer shall send to the Holders a statement prepared by the applicable Servicer setting forth the amount of net income or net loss, as determined for federal income tax purposes, resulting from the operation and management of a trade or business on, the furnishing or rendering of a non-customary service to the tenants of, or the receipt of any other amount not constituting rents in respect of, any REO Property. (g) With respect to any Specially Serviced Mortgage Loan or REO Property which the applicable Servicer has determined to sell in accordance with Accepted Servicing Practices, the applicable Servicer shall deliver to the Holders an officers’ certificate to the effect that, the applicable Servicer has determined to sell such Specially Serviced Mortgage Loan or REO Property in accordance with this subsection (g). The applicable Servicer may then offer to sell to any Person the Specially Serviced Mortgage Loan which is in Default or the REO Property (and shall on a monthly basis advise the Holders in writing of the status of such Specially Serviced -44- Co-Lender AgreementUniversity Village Mortgage Loan or REO Property) or, subject to the following sentence, purchase any such Specially Serviced Mortgage Loan or REO Property (in each case at the Defaulted Mortgage Loan Purchase Price), but shall, in any event, so offer to sell any REO Property no later than the time determined by the applicable Servicer to be sufficient to result in the sale of such REO Property within the period specified in the REMIC Provisions. The applicable Servicer shall deliver such officers’ certificate and give the Holders not less than ten (10) Business Days’ prior written notice of its intention to sell any Specially Serviced Mortgage Loan or REO Property, in which case the applicable Servicer shall accept the highest offer received from any Person for the Specially Serviced Mortgage Loan or any REO Property in an amount at least equal to the Defaulted Mortgage Loan Purchase Price or, at its option, if it has received no offer at least equal to the Defaulted Mortgage Loan Purchase Price therefor, purchase the Specially Serviced Mortgage Loan or REO Property at the Defaulted Mortgage Loan Purchase Price. (h) In the absence of any such offer at the Defaulted Mortgage Loan Purchase Price, or purchase by the applicable Servicer at the Defaulted Mortgage Loan Purchase Price, such Servicer shall accept the highest offer received from any Person that is determined by such Servicer to be a fair price for such Specially Serviced Mortgage Loan or REO Property; provided that the Lead Note Holder (or the applicable Servicer, if the applicable Servicer or any Affiliate of the applicable Servicer is not an offeror) shall be entitled to engage, at the expense of the Holders, an Appraiser to determine whether the highest offer is a fair price. Notwithstanding anything to the contrary herein, neither the Mortgage Loan Borrower nor any Mortgage Loan Borrower Related Party may make an offer or purchase any Specially Serviced Mortgage Loan or any REO Property pursuant hereto. (i) The applicable Servicer shall not be obligated by either of the foregoing paragraphs or otherwise to accept the highest offer if the applicable Servicer determines, in accordance with Accepted Servicing Practices, that rejection of such offer would be in the best interests of the Holders as a collective whole. In addition, the applicable Servicer may accept a lower offer if it determines, in accordance with Accepted Servicing Practices, that acceptance of such offer would be in the best interests of the Holders as a collective whole (for example, if the prospective buyer making the lower offer is more likely to perform its obligations, or the terms offered by the prospective buyer making the lower offer are more favorable), provided that the o

Exercise of Remedies by the Servicer. (a) Subject to Section 20 of this Agreement, and except as otherwise provided in this Agreement or the Servicing Agreement and subject to the applicable limitations set forth in this Agreement or the Servicing Agreement, the Servicer (or other party entitled in accordance with the Servicing Agreement to act on behalf of the Holders) shall have the sole and exclusive authority with respect to the administration of, and exercise of all rights and remedies with respect to, the Mortgage Loan granted under this Agreement or the Servicing Agreement, including, without limitation, the sole and exclusive authority to (i) modify or waive any of the terms of the Mortgage Loan Documents, (ii) consent to any action or failure to act by any the Mortgage Loan Borrower or any party to the Mortgage Loan Documents, (iii) vote all claims with respect to the Mortgage Loan in any bankruptcy, insolvency or other similar proceedings and (iv) to take legal action to enforce or protect the Holders’ interests with respect to the Mortgage Loan or to refrain from exercising any powers or rights under the Mortgage Loan Documents, including the right at any time to declare or waive any Events of Default, or accelerate or refrain from accelerating the Mortgage Loan or institute any foreclosure action, and subject to the terms and conditions of this Agreement, including, without limitation, Section 20 hereof, no the Note B Holder of a Non-Lead Securitization Note shall not have any voting, consent or other rights whatsoever with respect to the Servicer’s administration of, or exercise of its rights and remedies with respect to, the Mortgage Loan on behalf of the Note A Holder. Subject to the terms and conditions of the Servicing Agreement, and subject to the terms and conditions of Section 9(b) hereof, the Servicer on behalf of the Note A Holder shall have the sole and exclusive authority to make servicing advances with respect to the Mortgage Loan. Except as otherwise provided in this Agreement, the Note B Holder agrees that it shall have no right to, and hereby presently and irrevocably assigns and conveys to the Servicer (or other party entitled in accordance with the Servicing Agreement to act on behalf of the Holders), the rights, if any, that such Holder has (A) to declare or cause the Note A Holder or such the Servicer to declare an Event of Default under the Mortgage Loan, (B) to exercise any remedies with respect to the Mortgage Loan or any the Mortgage Loan Borrower, including, without limitation, filing or causing the Note A Holder or such the Servicer to file any bankruptcy petition against any the Mortgage Loan Borrower or (C) to vote any claims with respect to the Mortgage Loan in bankruptcy, insolvency or similar type of proceeding of the Mortgage Loan Borrower. The Note B Holder (or a servicer on its behalf) shall, shall from time to time, execute such documents as the Note A Holder or the Servicer shall reasonably request to evidence such assignment with respect to the rights described in clause (iii) of the first sentence in this Section 19(a). The Note B Holder acknowledges that the Servicer on behalf of Note A Holder may in its sole discretion (subject to the terms of this Agreement, the Mortgage Loan Documents, and the Servicing Agreement) exercise, or omit to exercise, any rights that the Servicer on behalf of Note A Holder may have under this Agreement or the Servicing Agreement in a manner that may be adverse to such the interest of the Note B Holder’s interests, and that the Servicer on behalf of Note A Holder shall have no liability whatsoever to it the Note B Holder (or a servicer on its behalf), other than as set forth in Section 8 hereof, in connection with exercise of rights by the Servicer on behalf of the Note A Holder or any omission by the Servicer on behalf of the Note A Holder to exercise such rights. The Note A Holder (or the Servicer acting on behalf of the Note A Holder) shall not have any fiduciary duty to any other Holder in connection with the administration of the Mortgage Loan. The foregoing provisions of this Section 19(a) shall not limit the rights of the Note B Holder hereunder, or the right of the Note B Holder or any Affiliate thereof to be the Special Servicer or to exercise its rights as Controlling Holder under this Agreement or Controlling Holder under the Servicing Agreement. The Note B Holder expressly and irrevocably waives for itself and any Person claiming through or under such Holder any and all rights that it may have under Section 1315 of the New York Real Property Actions and Proceedings Law or the provisions of any similar law that purports to give a junior noteholder, mortgagee or loan participant the right to initiate any loan enforcement or foreclosure proceedings. (b) Notwithstanding anything to the contrary contained herein, the exercise by the Note A Holder (or the Servicer or the Trustee on its behalf) of its rights under this Section 19 shall be subject in all respects to any section of the Servicing Agreement governing REMIC administration, and in no event shall the Note A Holder (or the Servicer or the Trustee on its behalf) be permitted to take any action or refrain from taking any action which would violate the laws of any applicable jurisdiction, breach the Mortgage Loan Documents or be inconsistent with the Servicing Standard or violate any other provisions of the Servicing Agreement or this Agreement or cause the arrangement evidenced hereby not to be treated as a “grantor trust” for federal income tax purposes. (c) The Note A Holder (or the Servicer or the Trustee on its behalf) shall exercise such rights and powers described in this Section 19 on the understanding that the Note A Holder (or the Servicer or the Trustee on its behalf) shall administer the Mortgage Loan in a manner consistent with the Servicing Agreement and this Agreement. Without limiting the generality of the foregoing, the Note A Holder (or the Servicer or the Trustee on its behalf) may rely on the advice of legal counsel, accountants and other experts (including those retained by the Mortgage Loan Borrower) and upon any written communication or telephone conversation which the Note A Holder or such Servicer or Trustee believes to be genuine and correct or to have been signed, sent or made by the proper Person. (d) Upon the Mortgage Loan becoming a Defaulted Mortgage Loan, the Note A Holder (or the Special Servicer acting on behalf of the Note A Holder) shall have the authority to sell Note A (and, if the Note B Holder consents to the inclusion of Note B in such a sale as described below, Note B) together in accordance with the terms of the Note A PSA. The Note B Holder (if the Note B Holder has consented to the inclusion of Note B in such a sale as described below) hereby appoints the Note A Holder as its agent, and grants to the Note A Holder an irrevocable power of attorney coupled with an interest, and its proxy, for the purpose of soliciting and accepting offers for and consummating the sale of its Note. The Note B Holder (if the Note B Holder has consented to the inclusion of Note B in such a sale as described below) agrees that, upon the request of the Note A Holder (or the Special Servicer acting on behalf of the Note A Holder), such Note Holder shall execute and deliver to or at the direction of Note A Holder (or the Special Servicer acting on behalf of the Note A Holder) such powers of attorney or other instruments as the Note A Holder (or the Special Servicer acting on behalf of the Note A Holder) may reasonably request to better assure and evidence the foregoing appointment and grant, in each case promptly following request, and shall deliver any related original documentation evidencing its Note (endorsed in blank if necessary) to or at the direction of the Note A Holder (or the Special Servicer acting on behalf of the Note A Holder) in connection with the consummation of any such sale. Note B shall be included in such an offer and sale only if the Note B Holder affirmatively consents in writing thereto not later than thirty (30) days following the Purchase Option Notice described in Section 9(a).

Exercise of Remedies by the Servicer. (a) Subject to Section 20 the terms of this AgreementAgreement including, without limitation, Section 15, and except as otherwise provided in this Agreement or the Servicing Agreement and subject to the applicable limitations set forth in this Agreement rights and consents, where required, of the Participation A-2 Holder, the Participation A-1 Holder (or the Servicing Agreement, the Servicer (or other party entitled in accordance with the Servicing Agreement to act on behalf of the Holdersits behalf) shall have the sole and exclusive authority with respect to the administration of, and exercise of all rights and remedies with respect to, the Mortgage Loan granted under this Agreement or the Servicing AgreementMezzanine Loan, including, without limitation, the sole and exclusive authority to (i) modify or waive any of the terms of the Mortgage Loan Documents, (ii) consent to any action or failure to act by any Mortgage Loan the Borrower or any party to the Mortgage Loan Documents, (iii) vote all claims with respect to the Mortgage Mezzanine Loan in any bankruptcy, insolvency or other similar proceedings and (iv) to take legal action to enforce or protect the Holders’ interests with respect to the Mortgage Mezzanine Loan or to refrain from exercising any powers or rights under the Mortgage Loan Documents, including the right at any time to declare call or waive any Events of Default, or accelerate or refrain from accelerating the Mortgage Mezzanine Loan or institute any foreclosure action, and subject to the terms and conditions of this Agreement, including, without limitation, Section 20 hereof, no Holder of a Non-Lead Securitization Note Holders shall have any no voting, consent or other rights whatsoever with respect to the Servicer’s administration of, or exercise of its rights and remedies with respect to, the Mortgage Loan on behalf of the Note A Holder. Subject to the terms and conditions of the Servicing Agreement, and subject to the terms and conditions of Section 9(b) hereof, the Servicer on behalf of the Note A Holder shall have the sole and exclusive authority to make servicing advances with respect to the Mortgage Mezzanine Loan. Except as otherwise provided in this Agreement, the Note B each Holder agrees that it shall have no right to, and hereby presently and irrevocably assigns and conveys to the Servicer Participation A-1 Holder (or other party entitled in accordance with the Servicing Agreement to act Servicer on behalf of the Holders), its behalf) the rights, if any, that such Holder has to (A) to declare call or cause the Note A Holder or such Servicer to declare call an Event of Default under the Mortgage Mezzanine Loan, or (B) to exercise any remedies with respect to the Mortgage Mezzanine Loan or any Mortgage Loan the Borrower, including, without limitation, filing or causing the Note A Lead Participation Holder or such Servicer to file any bankruptcy petition against any Mortgage Loan Borrower or (C) to vote any claims with respect to the Mortgage Loan in bankruptcy, insolvency or similar type of proceeding of the Mortgage Loan Borrower. The Note B Each Holder (or a servicer on its behalf) shall, from time to time, execute such documents as the Note A Holder or the any Servicer shall reasonably request require to evidence such assignment with respect to the rights described in clause (iii) of the first sentence in this Section 19(a14(a). . (b) The Note B Holder acknowledges that Lead Servicer and the Servicer on behalf of Note A Holder may in its sole discretion exercise, or omit to exercise, any rights that the Servicer on behalf of Note A Holder may have under this Agreement or the Servicing Agreement in a manner that may be adverse to such Holder’s interests, and that the Servicer on behalf of Note A Holder shall have no liability whatsoever to it (or a servicer on its behalf), other than as set forth in Section 8 hereof, in connection with exercise of rights by the Servicer on behalf Trustee of the Note A Holder or any omission by the Servicer on behalf of the Note A Holder to exercise such rights. The Note A Holder (or the Servicer acting on behalf of the Note A Holder) Lead Securitization shall not have any fiduciary duty to any other Holder the Non-Lead Participation Holders in connection with the administration of the Mortgage Loan. The Mezzanine Loan (but the foregoing provisions of this Section 19(a) shall not limit relieve the right Lead Servicer and the Trustee of the Note B Holder or any Affiliate thereof to be the Special Servicer or to exercise its rights as Controlling Holder under this Agreement or Controlling Holder Lead Securitization from their respective obligation under the Servicing Agreement. The Note B Holder expressly Agreement to make any disbursement of funds as set forth herein and irrevocably waives for itself and any Person claiming through or under such Holder any and all rights that it may have under Section 1315 of the New York Real Property Actions and Proceedings Law or the provisions of any similar law that purports to give a junior noteholder, mortgagee or loan participant the right to initiate any loan enforcement or foreclosure proceedings. (b) Notwithstanding anything to the contrary contained herein, the exercise by the Note A Holder (or the Servicer or the Trustee on its behalf) of its rights under this Section 19 shall be subject act in all respects to any section of the Servicing Agreement governing REMIC administration, and in no event shall the Note A Holder (or the Servicer or the Trustee on its behalf) be permitted to take any action or refrain from taking any action which would violate the laws of any applicable jurisdiction, breach the Mortgage Loan Documents or be inconsistent according with the Servicing Standard or violate any other provisions of the Servicing Agreement or this Agreement or cause the arrangement evidenced hereby not to be treated as a “grantor trust” for federal income tax purposesStandard). (c) The Note A Holder (or the Servicer or the Trustee on its behalf) shall exercise such rights and powers described in this Section 19 on the understanding that the Note A Holder (or the Servicer or the Trustee on its behalf) shall administer the Mortgage Loan in a manner consistent with the Servicing Agreement and this Agreement. Without limiting the generality of the foregoing, the Note A Holder (or the Servicer or the Trustee on its behalf) may rely on the advice of legal counsel, accountants and other experts (including those retained by the Mortgage Loan Borrower) and upon any written communication or telephone conversation which the Note A Holder or such Servicer or Trustee believes to be genuine and correct or to have been signed, sent or made by the proper Person.

Exercise of Remedies by the Servicer. (a) Subject Each of the Holders acknowledges that, subject to the terms of this Agreement (including without limitation, the Controlling Holder’s rights under Section 20 21 hereof) and the Servicing Agreement, (i) the Lead Note Holder (or any Servicer or Trustee (if any) on its behalf) may exercise or refrain from exercising any rights that such Lead Note Holder (or such Servicer or Trustee (if any)) may have hereunder or under the Servicing Agreement in a manner -▇▇- ▇▇-▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇(▇▇▇ JV Portfolio) that may be adverse to the interests of the other Holders, so long as such actions are in accordance with Accepted Servicing Practices and the other terms of this Agreement, (ii) the Lead Note Holder shall have no liability whatsoever to the other Holders as a result of such Lead Note Holder’s (or any Servicer’s or Trustee’s) exercise of such rights or any omission by such Lead Note Holder (or any Servicer or Trustee) to exercise such rights, except as expressly provided herein or for acts or omissions that are taken or omitted to be taken by such Lead Note Holder that constitute the gross negligence or willful misconduct of such Lead Note Holder or a breach of this Agreement, and except as otherwise provided in this Agreement or (iii) the Servicer and the Special Servicer shall (and shall be required under the Servicing Agreement to) service and administer the Mortgage Loan on behalf of each Note A Holder and the Note B Holder (as a collective whole) in accordance with Accepted Servicing Practices, taking into account the interests of each Note A Holder and the Note B Holder; but in all cases giving due consideration to the fact that Note B is subject and subordinate to each A Note in accordance with the terms of this Agreement. Each Note A Holder and the Note B Holder agree that the Servicer, to the extent consistent with the terms of this Agreement (including, without limitation, Section 21) and after the Lead Securitization Date subject to the applicable limitations set forth in this Agreement or the Servicing Agreement, the Servicer (or other party entitled and in accordance with the Servicing Agreement to act on behalf of the Holders) Agreement, shall have the sole and exclusive authority (in each case, subject to the Accepted Servicing Practices and the terms and conditions set forth in this Agreement, including without limitation the rights of the Controlling Holder) with respect to the administration of, and exercise of all rights and remedies with respect to, the Mortgage Loan granted under this Agreement or the Servicing AgreementLoan, including, without limitation, the sole and exclusive authority to (i) to modify or waive any of the terms of the Mortgage Loan Documents, (ii) to consent to any action or failure to act by any the Mortgage Loan Borrower or any party to the Mortgage Loan Documents, (iii) to vote all claims with respect to the Mortgage Loan in any bankruptcy, insolvency or other similar proceedings and (iv) to take legal action to enforce or protect the Holders’ interests with respect to the Mortgage Loan or to refrain from exercising any powers or rights under the Mortgage Loan Documents, including the right at any time to declare call or waive any Events of Default, or accelerate or refrain from accelerating the Mortgage Loan or institute any foreclosure actionaction and in all cases acting in accordance with Accepted Servicing Practices and the terms of this Agreement and the Servicing Agreement, and subject to except as otherwise expressly provided in this Agreement and the terms and conditions of this Servicing Agreement, including, without limitation, Section 20 hereof, no Holder of a Non-Lead Securitization Note the other Holders shall have any no voting, consent or other rights whatsoever with respect to the Lead Note Holder’s or Servicer’s administration of, or exercise of its rights and remedies with respect to, the Mortgage Loan on behalf of the Note A Holder. Subject to the terms and conditions of the Servicing Agreement, and subject to the terms and conditions of Section 9(b) hereof, the Servicer on behalf of the Note A Holder shall have the sole and exclusive authority to make servicing advances with respect to the Mortgage Loan. Except as otherwise provided in this Agreement, the Note B Each Holder agrees that it shall have no right to, and hereby presently and irrevocably assigns and conveys to the Lead Note Holder and the Servicer (or other party entitled in accordance with and the Servicing Agreement to act on behalf of the Holders), Special Servicer the rights, if any, that such Holder has (Ai) to declare or cause the Lead Note A Holder or such the Servicer to declare an Event of Default under the Mortgage Loan, Loan (Bii) to exercise any remedies with respect to the Mortgage Loan or any Mortgage Loan BorrowerLoan, including, without limitation, filing or causing the Lead Note A Holder or such the Servicer to file any bankruptcy petition against any the Mortgage Loan Borrower or (Ciii) to vote any claims with respect to the Mortgage Loan in any bankruptcy, insolvency or similar type of proceeding of the Mortgage Loan Borrower. The Note B Each Holder (or a servicer on its behalf) shall, from time to time, execute such documents as the Lead Note A Holder Holder, the Servicer or the Special Servicer shall reasonably request to evidence such assignment with respect to the rights described in clause (iii) of the first sentence preceding sentence. Except when acting in this Section 19(a). The the capacity of trustee or paying agent, the Lead Note B Holder acknowledges that the Servicer on behalf of Note A Holder may in its sole discretion exercise, or omit to exercise, any rights that the Servicer on behalf of Note A Holder may have under this Agreement or the Servicing Agreement in a manner that may be adverse to such Holder’s interests, and that the Servicer on behalf of Note A Holder shall have no liability whatsoever to it (or a servicer on its behalf), other than as set forth in Section 8 hereof, in connection with exercise of rights by the Servicer on behalf of the Note A Holder or any omission by the Servicer on behalf of the Note A Holder to exercise such rights. The Note A Holder (or the Servicer acting on behalf of the Note A Holder) shall not have any fiduciary duty to any the other Holder Holders in connection with the administration of the Mortgage LoanLoan but shall in all events be obligated to act in accordance with Accepted Servicing Practices. The foregoing provisions of this Section 19(a) shall not limit the right of the Note B Holder or any Affiliate thereof to be the Special Servicer or to exercise its rights as Controlling Holder under this Agreement or Controlling Holder under the Servicing Agreement. The Note B Each Holder expressly and irrevocably waives for itself and any Person claiming through or under such Holder any and -▇▇- ▇▇-▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇(▇▇▇ JV Portfolio) all rights that it may have under Section 1315 of the New York Real Property Actions and Proceedings Law or the provisions of any similar law that purports to give a junior noteholder, mortgagee or loan participant the right to initiate any loan enforcement or foreclosure proceedings. (b) Notwithstanding anything to the contrary contained herein, the exercise by the Lead Note A Holder (or the any Servicer or the Trustee (if any) acting on its behalf) of its rights under this Section 19 20 shall be subject in all respects to any section sections of the Servicing Agreement governing REMIC administration, and in no event shall the Lead Note A Holder (or the any Servicer or the Trustee (if any) acting on its behalf) be permitted to take any action or refrain from taking any action which would violate the laws of any applicable jurisdiction, breach the Mortgage Loan Documents or Documents, be inconsistent with the Accepted Servicing Standard Practices or violate any other provisions of the Servicing Agreement or this Agreement or cause the arrangement evidenced hereby not to be treated as a “grantor trust” for federal Federal income tax purposes. (c) . The Lead Note A Holder (or the any Servicer or the Trustee (if any) acting on its behalf) shall exercise such rights and powers described in this Section 19 20 on the understanding that the Lead Note A Holder (or the any Servicer or the Trustee (if any) acting on its behalf) shall administer the Mortgage Loan in a manner consistent with the Servicing Agreement and this Agreement, provided that neither the Lead Note Holder nor any Servicer or the Trustee (if any) acting on its behalf shall be liable to the other Holders with respect to anything the Lead Note Holder or such Servicer or the Trustee (if any) may do or omit to do in relation to the Mortgage Loan, other than as expressly set forth in this Agreement. Without limiting the generality of the foregoing, the Lead Note A Holder (or the and any Servicer or the Trustee (if any) acting on its behalf) behalf may rely on the advice of legal counsel, accountants and other experts (including those retained by the Mortgage Loan Borrower) and upon any written communication or telephone conversation which the Lead Note A Holder or such Servicer or the Trustee (if any) believes to be genuine and correct or to have been signed, sent or made by the proper Person. (c) If title to a Mortgaged Property is acquired for the benefit of the Holders in foreclosure, by deed-in-lieu of foreclosure or upon abandonment or reclamation from bankruptcy, the deed or certificate of sale shall be taken in the name of the Lead Note Holder or its nominee (which shall not include any Servicer) on behalf of the Holders. The applicable Servicer, on behalf of the Holders, shall dispose of any REO Property utilizing reasonable best efforts, consistent with Accepted Servicing Practices, to maximize the proceeds of such disposal to the Holders (as a collective whole) if and when such Servicer determines, consistent with Accepted Servicing Practices, that such disposal would be in the best economic interest of the Holders (as a collective whole). The applicable Servicer shall (and shall be required under the Servicing Agreement to) manage, conserve, protect and operate each REO Property for the Holders solely for the purpose of its prompt disposition and sale in accordance with Accepted Servicing Practices. (d) The applicable Servicer shall have full power and authority, subject only to the specific requirements and prohibitions of this Agreement, to do any and all things in connection with any REO Property as are consistent with Accepted Servicing Practices and the terms of this Agreement, all on such terms and for such period as such Servicer deems to be in the best interests of Holders (as a collective whole) and, in connection therewith, such Servicer shall only agree to the payment of management fees that are consistent with general market standards or to terms that are more favorable to the Holders. The applicable Servicer shall (and shall be required under the Servicing Agreement to) segregate and hold all revenues received by it with respect to any REO Property separate and apart from its own funds and general assets and shall establish and maintain with respect to any REO Property a segregated custodial account (each, an “REO Account”). The applicable Servicer shall (and shall be required under the Servicing Agreement to) deposit or cause to be deposited in the REO Account within one Business Day after receipt all revenues received by it with respect to any REO Property (other than Liquidation Proceeds, which shall be remitted to the Collection Account), and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of such REO Property and for other Costs with respect to such REO Property, including: (i) all insurance premiums due and payable in respect of any REO Property; (ii) all real estate taxes and assessments in respect of any REO Property that may result in the imposition of a lien thereon; (iii) all ground rents in respect of any REO Property; (iv) all costs and expenses reasonable and necessary to protect, maintain, manage, operate, repair and restore any REO Property; and (v) to the extent that such REO Proceeds are insufficient for the purposes set forth in clauses (i) through (iv) above and the applicable Servicer has provided written notice of such shortfall to the Holders of the necessity to take actions pursuant to this subsection (d), any expenditure associated with such actions taken by the applicable Servicer shall be payable by the Holders at their option pursuant to Section 9. (e) The applicable Servicer shall contract with an independent contractor, the fees and expenses of which shall be an expense of the Holders and payable out of REO Proceeds, for the operation and management of any REO Property, within forty-five (45) days after the Holders’ acquisition thereof (unless the Holders approve otherwise), provided that: (i) the terms and conditions of any such contract shall be reasonable and consistent with the terms of this Agreement and customary for the area and type of property and shall not be inconsistent herewith; (ii) any such contract shall require, or shall be administered to require, that the independent contractor pay all costs and expenses incurred in connection with the operation and management of such REO Property, including those listed above, and remit all related revenues (net of such costs and expenses) to the applicable Servicer as soon as practicable, but in no event later than thirty (30) days following the receipt thereof by such independent contractor; (iii) none of the provisions of this subsection (e) relating to any such contract or to actions taken through any such independent contractor shall be deemed to relieve the applicable Servicer of any of its duties and obligations to the Holders or the Lead Note Holder on behalf of the Holders with respect to the operation and management of any such REO Property; and -▇▇- ▇▇-▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇(▇▇▇ JV Portfolio) (iv) the applicable Servicer shall be obligated with respect thereto to the same extent as if it alone were performing all duties and obligations in connection with the operation and management of such REO Property. (f) The applicable Servicer shall be entitled to enter into any agreement with any independent contractor performing services for it related to its duties and obligations hereunder for indemnification of such Servicer by such independent contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. When and as necessary, the applicable Servicer shall send to the Holders a statement prepared by the applicable Servicer setting forth the amount of net income or net loss, as determined for federal income tax purposes, resulting from the operation and management of a trade or business on, the furnishing or rendering of a non-customary service to the tenants of, or the receipt of any other amount not constituting rents in respect of, any REO Property. (g) With respect to any Specially Serviced Mortgage Loan or REO Property which the applicable Servicer has determined to sell in accordance with Accepted Servicing Practices, the applicable Servicer shall deliver to the Holders an officers’ certificate to the effect that, the applicable Servicer has determined to sell such Specially Serviced Mortgage Loan or REO Property in accordance with this subsection (g). The applicable Servicer may then offer to sell to any Person the Specially Serviced Mortgage Loan which is in Default or the REO Property (and shall on a monthly basis advise the Holders in writing of the status of such Specially Serviced Mortgage Loan or REO Property) or, subject to the following sentence, purchase any such Specially Serviced Mortgage Loan or REO Property (in each case at the Defaulted Mortgage Loan Purchase Price), but shall, in any event, so offer to sell any REO Property no later than the time determined by the applicable Servicer to be sufficient to result in the sale of such REO Property within the period specified in the REMIC Provisions. The applicable Servicer shall deliver such officers’ certificate and give the Holders not less than ten (10) Business Days’ prior written notice of its intention to sell any Specially Serviced Mortgage Loan or REO Property, in which case the applicable Servicer shall accept the highest offer received from any Person for the Specially Serviced Mortgage Loan or any REO Property in an amount at least equal to the Defaulted Mortgage Loan Purchase Price or, at its option, if it has received no offer at least equal to the Defaulted Mortgage Loan Purchase Price therefor, purchase the Specially Serviced Mortgage Loan or REO Property at the Defaulted Mortgage Loan Purchase Price. (h) In the absence of any such offer at the Defaulted Mortgage Purchase Price, or purchase by the applicable Servicer at the Defaulted Mortgage Purchase Price, such Servicer shall accept the highest offer received from any Person that is determined by such Servicer to be a fair price for such Specially Serviced Mortgage Loan or REO Property; provided that the Lead Note Holder (or the applicable Servicer, if the applicable Servicer or any Affiliate of the applicable Servicer is not an offeror) shall be entitled to engage, at the expense of the Holders, an Appraiser to determine whether the highest offer is a fair price. Notwithstanding anything to the contrary herein, neither the Mortgage Loan Borrower nor any Mortgage Loan Borrower Related Party may make an offer or purchase any Specially Serviced Mortgage Loan or any REO Property pursuant hereto. -▇▇- ▇▇-▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇(▇▇▇ JV Portfolio) (i) The applicable Servicer shall not be obligated by either of the foregoing paragraphs or otherwise to accept the highest offer if the applicable Servicer determines, in accordance with Accepted Servicing Practices, that rejection of such offer would be in the best interests of the Holders as a collective whole. In addition, the applicable Servicer may accept a lower offer if it determines, in accordance with Accepted Servicing Practices, that acceptance of such offer would be in the best interests of the Holders as a collective whole (for example, if the prospective buyer making the lower offer is more likely to perform its obligations, or the terms offered by the prospective buyer making the lower offer are more favorable), provided that the offeror is not the applicable

Exercise of Remedies by the Servicer. (a) Subject to Section 20 of this Agreement, and except as otherwise provided in this Agreement or the Servicing Agreement and subject to the applicable limitations set forth in this Agreement or the Servicing Agreement, the Servicer (or other party entitled in accordance with the Servicing Agreement to act on behalf of the Holders) shall have the sole and exclusive authority with respect to the administration of, and exercise of all rights and remedies with respect to, the Mortgage Loan granted under this Agreement or the Servicing Agreement, including, without limitation, the sole and exclusive authority to (i) modify or waive any of the terms of the Mortgage Loan Documents, (ii) consent to any action or failure to act by any the Mortgage Loan Borrower or any party to the Mortgage Loan Documents, (iii) vote all claims with respect to the Mortgage Loan in any bankruptcy, insolvency or other similar proceedings and (iv) to take legal action to enforce or protect the Holders’ interests with respect to the Mortgage Loan or to refrain from exercising any powers or rights under the Mortgage Loan Documents, including the right at any time to declare or waive any Events of Default, or accelerate or refrain from accelerating the Mortgage Loan or institute any foreclosure action, and subject to the terms and conditions of this Agreement, including, without limitation, Section 20 hereof, no Holder of a Non-Lead Securitization the Note B Holders shall not have any voting, consent or other rights whatsoever with respect to the Servicer’s administration of, or exercise of its rights and remedies with respect to, the Mortgage Loan on behalf of the Note A Holder. Subject to the terms and conditions of the Servicing Agreement, and subject to the terms and conditions of Section 9(b10(b) hereof, the Servicer on behalf of the Note A Holder shall have the sole and exclusive authority to make servicing advances with respect to the Mortgage Loan. Except as otherwise provided in this Agreement, the each Note B Holder agrees that it shall have no right to, and hereby presently and irrevocably assigns and conveys to the Servicer (or other party entitled in accordance with the Servicing Agreement to act on behalf of the Holders), the rights, if any, that such Holder has (A) to declare or cause the Note A Holder or such the Servicer to declare an Event of Default under the Mortgage Loan, (B) to exercise any remedies with respect to the Mortgage Loan or any the Mortgage Loan Borrower, including, without limitation, filing or causing the Note A Holder or such the Servicer to file any bankruptcy petition against any the Mortgage Loan Borrower or (C) to vote any claims with respect to the Mortgage Loan in bankruptcy, insolvency or similar type of proceeding of the Mortgage Loan Borrower. The Each Note B Holder (or a servicer on its behalf) shall, from time to time, execute such documents as the Note A Holder or the Servicer shall reasonably request to evidence such assignment with respect to the rights described in clause (iii) of the first sentence in this Section 19(a). The Each Note B Holder acknowledges that the Servicer on behalf of Note A Holder may in its sole discretion (subject to the terms of this Agreement, the Mortgage Loan Documents, and the Servicing Agreement) exercise, or omit to exercise, any rights that the Servicer on behalf of Note A Holder may have under this Agreement or the Servicing Agreement in a manner that may be adverse to such Holder’s intereststhe interests of the Note B Holders, and that the Servicer on behalf of Note A Holder shall have no liability whatsoever to it the Note B Holders (or a servicer on its behalf), other than as set forth in Section 8 9 hereof, in connection with exercise of rights by the Servicer on behalf of the Note A Holder or any omission by the Servicer on behalf of the Note A Holder to exercise such rights. The Note A Holder (or the Servicer acting on behalf of the Note A Holder) shall not have any fiduciary duty to any other Holder in connection with the administration of the Mortgage Loan. The foregoing provisions of this Section 19(a) shall not limit the rights of a Note B Holder hereunder, or the right of the a Note B Holder or any Affiliate thereof to be the Special Servicer or the right of the Note B-1 Holder to exercise its rights as Controlling Holder under this Agreement or Controlling Holder under the Servicing Agreement. The Each Note B Holder expressly and irrevocably waives for itself and any Person claiming through or under such Holder any and all rights that it may have under Section 1315 of the New York Real Property Actions and Proceedings Law or the provisions of any similar law that purports to give a junior noteholder, mortgagee or loan participant the right to initiate any loan enforcement or foreclosure proceedings. (b) Notwithstanding anything to the contrary contained herein, the exercise by the Note A Holder (or the Servicer or the Trustee on its behalf) of its rights under this Section 19 shall be subject in all respects to any section of the Servicing Agreement governing REMIC administration, and in no event shall the Note A Holder (or the Servicer or the Trustee on its behalf) be permitted to take any action or refrain from taking any action which would violate the laws of any applicable jurisdiction, breach the Mortgage Loan Documents or be inconsistent with the Servicing Standard or violate any other provisions of the Servicing Agreement or this Agreement or cause the arrangement evidenced hereby not to be treated as a “grantor trust” for federal income tax purposes. (c) The Note A Holder (or the Servicer or the Trustee on its behalf) shall exercise such rights and powers described in this Section 19 on the understanding that the Note A Holder (or the Servicer or the Trustee on its behalf) shall administer the Mortgage Loan in a manner consistent with the Servicing Agreement and this Agreement. Without limiting the generality of the foregoing, the Note A Holder (or the Servicer or the Trustee on its behalf) may rely on the advice of legal counsel, accountants and other experts (including those retained by the Mortgage Loan Borrower) and upon any written communication or telephone conversation which the Note A Holder or such Servicer or Trustee believes to be genuine and correct or to have been signed, sent or made by the proper Person. (d) Upon the Mortgage Loan becoming a Defaulted Mortgage Loan, the Note A Holder (or the Special Servicer acting on behalf of the Note A Holder) shall have the authority to sell Note A (and, if a Note B Holder consents to the inclusion of its related Subordinate Note in such a sale as described below, the related Subordinate Note) together in accordance with the terms of the Note A PSA. Each Note B Holder (if such Note B Holder has consented to the inclusion of its Subordinate Note in such a sale as described below) hereby appoints the Note A Holder as its agent, and grants to the Note A Holder an irrevocable power of attorney coupled with an interest, and its proxy, for the purpose of soliciting and accepting offers for and consummating the sale of its Subordinate Note. Each Note B Holder (if such Note B Holder has consented to the inclusion of its Subordinate Note in such a sale as described below) agrees that, upon the request of the Note A Holder (or the Special Servicer acting on behalf of the Note A Holder), such Note Holder shall execute and deliver to or at the direction of Note A Holder (or the Special Servicer acting on behalf of the Note A Holder) such powers of attorney or other instruments as the Note A Holder (or the Special Servicer acting on behalf of the Note A Holder) may reasonably request to better assure and evidence the foregoing appointment and grant, in each case promptly following request, and shall deliver any related original documentation evidencing its Note (endorsed in blank if necessary) to or at the direction of the Note A Holder (or the Special Servicer acting on behalf of the Note A Holder) in connection with the consummation of any such sale. Any Subordinate Note shall be included in such an offer and sale only if the related Note B Holder affirmatively consents in writing thereto not later than sixty (60) days following the Purchase Option Notice described in Section 10(a).

Exercise of Remedies by the Servicer. (a) Subject Each of the Holders acknowledges that, subject to the terms of this Agreement (including without limitation, the Controlling Holder’s rights under Section 20 21 hereof) and the Servicing Agreement, (i) the Lead Note Holder (or any Servicer or Trustee (if any) on its behalf) may exercise or refrain from exercising any rights that such Lead Note Holder (or such Servicer or Trustee (if any)) may have hereunder or under the Servicing Agreement in a manner that may be adverse to the interests of the other Holders, so long as such actions are in accordance with Accepted Servicing Practices and the other terms of this Agreement, (ii) the Lead Note Holder shall have no liability whatsoever to the other Holders as a result of such Lead Note Holder’s (or any Servicer’s or Trustee’s) exercise of such rights or any omission by such Lead Note Holder (or any Servicer or Trustee) to exercise such rights, except as expressly provided herein or for acts or omissions that are taken or omitted to be taken by such Lead Note Holder that constitute the gross negligence or willful misconduct of such Lead Note Holder or a breach of this Agreement, and except as otherwise provided in this Agreement or (iii) the Servicer and the Special Servicer shall (and shall be required under the Servicing Agreement to) service and administer the Mortgage Loan on behalf of each Note A Holder and the Note B Holder (as a collective whole) in accordance with Accepted Servicing Practices, taking into account the interests of each Note A Holder and the Note B Holder; but in all cases giving due consideration to the fact that Note B is subject and subordinate to each A Note in accordance with the terms of this Agreement. Each Note A Holder and the Note B Holder agree that the Servicer, to the extent consistent with the terms of this Agreement (including, without limitation, Section 21) and after the Lead Securitization Date subject to the applicable limitations set forth in this Agreement or the Servicing Agreement, the Servicer (or other party entitled and in accordance with the Servicing Agreement to act on behalf of the Holders) Agreement, shall have the sole and exclusive authority (in each case, subject to the Accepted Servicing Practices and the terms and conditions set forth in this Agreement, including without limitation the rights of the Controlling Holder) with respect to the administration of, and exercise of all rights and remedies with respect to, the Mortgage Loan granted under this Agreement or the Servicing AgreementLoan, including, without limitation, the sole and exclusive authority to (i) to modify or waive any of the terms of the Mortgage Loan Documents, (ii) to consent to any action or failure to act by any the Mortgage Loan Borrower or any party to the Mortgage Loan Documents, (iii) to vote all claims with respect to the Mortgage Loan in any bankruptcy, insolvency or other similar proceedings and (iv) to take legal action to enforce or protect the Holders’ interests with respect to the Mortgage Loan or to refrain from exercising any powers or rights under the Mortgage Loan Documents, including the right at any time to declare call or waive any Events of Default, or accelerate or refrain from accelerating the Mortgage Loan or institute any foreclosure actionaction and in all cases acting in accordance with Accepted Servicing Practices and the terms of this Agreement and the Servicing Agreement, and subject to except as otherwise expressly provided in this Agreement and the terms and conditions of this Servicing Agreement, including, without limitation, Section 20 hereof, no Holder of a Non-Lead Securitization Note the other Holders shall have any no voting, consent or other rights whatsoever with respect to the Lead Note Holder’s or Servicer’s administration of, or exercise of its rights and remedies with respect to, the Mortgage Loan on behalf of the Note A Holder. Subject to the terms and conditions of the Servicing Agreement, and subject to the terms and conditions of Section 9(b) hereof, the Servicer on behalf of the Note A Holder shall have the sole and exclusive authority to make servicing advances with respect to the Mortgage Loan. Except as otherwise provided in this Agreement, the Note B Each Holder agrees that it shall have no right to, and hereby presently and irrevocably assigns and conveys to the Lead Note Holder and the Servicer (or other party entitled in accordance with and the Servicing Agreement to act on behalf of the Holders), Special Servicer the rights, if any, that such Holder has (Ai) to declare or cause the Lead Note A Holder or such the Servicer to declare an Event of Default under the Mortgage Loan, Loan (Bii) to exercise any remedies with respect to the Mortgage Loan or any Mortgage Loan BorrowerLoan, including, without limitation, filing or causing the Lead Note A Holder or such the Servicer to file any bankruptcy petition against any the Mortgage Loan Borrower or (Ciii) to vote any claims with respect to the Mortgage Loan in any bankruptcy, insolvency or similar type of proceeding of the Mortgage Loan Borrower. The Note B Each Holder (or a servicer on its behalf) shall, from time to time, execute such documents as the Lead Note A Holder Holder, the Servicer or the Special Servicer shall reasonably request to evidence such assignment with respect to the rights described in clause (iii) of the first sentence preceding sentence. Except when acting in this Section 19(a). The the capacity of trustee or paying agent, the Lead Note B Holder acknowledges that the Servicer on behalf of Note A Holder may in its sole discretion exercise, or omit to exercise, any rights that the Servicer on behalf of Note A Holder may have under this Agreement or the Servicing Agreement in a manner that may be adverse to such Holder’s interests, and that the Servicer on behalf of Note A Holder shall have no liability whatsoever to it (or a servicer on its behalf), other than as set forth in Section 8 hereof, in connection with exercise of rights by the Servicer on behalf of the Note A Holder or any omission by the Servicer on behalf of the Note A Holder to exercise such rights. The Note A Holder (or the Servicer acting on behalf of the Note A Holder) shall not have any fiduciary duty to any the other Holder Holders in connection with the administration of the Mortgage LoanLoan but shall in all events be obligated to act in accordance with Accepted Servicing Practices. The foregoing provisions of this Section 19(a) shall not limit the right of the Note B Holder or any Affiliate thereof to be the Special Servicer or to exercise its rights as Controlling Holder under this Agreement or Controlling Holder under the Servicing Agreement. The Note B Each Holder expressly and irrevocably waives for itself and any Person claiming through or under such Holder any and all rights that it may have under Section 1315 of the New York Real Property Actions and Proceedings Law or the provisions of any similar law that purports to give a junior noteholder, mortgagee or loan participant the right to initiate any loan enforcement or foreclosure proceedings. (b) Notwithstanding anything to the contrary contained herein, the exercise by the Lead Note A Holder (or the any Servicer or the Trustee (if any) acting on its behalf) of its rights under this Section 19 20 shall be subject in all respects to any section sections of the Servicing Agreement governing REMIC administration, and in no event shall the Lead Note A Holder (or the any Servicer or the Trustee (if any) acting on its behalf) be permitted to take any action or refrain from taking any action which would violate the laws of any applicable jurisdiction, breach the Mortgage Loan Documents or Documents, be inconsistent with the Accepted Servicing Standard Practices or violate any other provisions of the Servicing Agreement or this Agreement or cause the arrangement evidenced hereby not to be treated as a “grantor trust” for federal Federal income tax purposes. (c) . The Lead Note A Holder (or the any Servicer or the Trustee (if any) acting on its behalf) shall exercise such rights and powers described in this Section 19 20 on the understanding that the Lead Note A Holder (or the any Servicer or the Trustee (if any) acting on its behalf) shall administer the Mortgage Loan in a manner consistent with the Servicing Agreement and this Agreement, provided that neither the Lead Note Holder nor any Servicer or the Trustee (if any) acting on its behalf shall be liable to the other Holders with respect to anything the Lead Note Holder or such Servicer or the Trustee (if any) may do or omit to do in relation to the Mortgage Loan, other than as expressly set forth in this Agreement. Without limiting the generality of the foregoing, the Lead Note A Holder (or the and any Servicer or the Trustee (if any) acting on its behalf) behalf may rely on the advice of legal counsel, accountants and other experts (including those retained by the Mortgage Loan Borrower) and upon any written communication or telephone conversation which the Lead Note A Holder or such Servicer or the Trustee (if any) believes to be genuine and correct or to have been signed, sent or made by the proper Person. (c) If title to the Mortgaged Property is acquired for the benefit of the Holders in foreclosure, by deed-in-lieu of foreclosure or upon abandonment or reclamation from bankruptcy, the deed or certificate of sale shall be taken in the name of the Lead Note Holder or its nominee (which shall not include any Servicer) on behalf of the Holders. The applicable Servicer, on behalf of the Holders, shall dispose of any REO Property utilizing reasonable best efforts, consistent with Accepted Servicing Practices, to maximize the proceeds of such disposal to the Holders (as a collective whole) if and when such Servicer determines, consistent with Accepted Servicing Practices, that such disposal would be in the best economic interest of the Holders (as a collective whole). The applicable Servicer shall (and shall be required under the Servicing Agreement to) manage, conserve, protect and operate each REO Property for the Holders solely for the purpose of its prompt disposition and sale in accordance with Accepted Servicing Practices. (d) The applicable Servicer shall have full power and authority, subject only to the specific requirements and prohibitions of this Agreement, to do any and all things in connection with any REO Property as are consistent with Accepted Servicing Practices and the terms of this Agreement, all on such terms and for such period as such Servicer deems to be in the best interests of Holders (as a collective whole) and, in connection therewith, such Servicer shall only agree to the payment of management fees that are consistent with general market standards or to terms that are more favorable to the Holders. The applicable Servicer shall (and shall be required under the Servicing Agreement to) segregate and hold all revenues received by it with respect to any REO Property separate and apart from its own funds and general assets and shall establish and maintain with respect to any REO Property a segregated custodial account (each, an “REO Account”). The applicable Servicer shall (and shall be required under the Servicing Agreement to) deposit or cause to be deposited in the REO Account within one Business Day after receipt all revenues received by it with respect to any REO Property (other than Liquidation Proceeds, which shall be remitted to the Collection Account), and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of such REO Property and for other Costs with respect to such REO Property, including: (i) all insurance premiums due and payable in respect of any REO Property; (ii) all real estate taxes and assessments in respect of any REO Property that may result in the imposition of a lien thereon; (iii) all ground rents in respect of any REO Property (if applicable); (iv) all costs and expenses reasonable and necessary to protect, maintain, manage, operate, repair and restore any REO Property; and (v) to the extent that such REO Proceeds are insufficient for the purposes set forth in clauses (i) through (iv) above and the applicable Servicer has provided written notice of such shortfall to the Holders of the necessity to take actions pursuant to this subsection (d), any expenditure associated with such actions taken by the applicable Servicer shall be payable by the Holders at their option pursuant to Section 9. (e) The applicable Servicer shall contract with an independent contractor, the fees and expenses of which shall be an expense of the Holders and payable out of REO Proceeds, for the operation and management of any REO Property, within forty-five (45) days after the Holders’ acquisition thereof (unless the Holders approve otherwise), provided that: (i) the terms and conditions of any such contract shall be reasonable and consistent with the terms of this Agreement and customary for the area and type of property and shall not be inconsistent herewith; (ii) any such contract shall require, or shall be administered to require, that the independent contractor pay all costs and expenses incurred in connection with the operation and management of such REO Property, including those listed above, and remit all related revenues (net of such costs and expenses) to the applicable Servicer as soon as practicable, but in no event later than thirty (30) days following the receipt thereof by such independent contractor; (iii) none of the provisions of this subsection (e) relating to any such contract or to actions taken through any such independent contractor shall be deemed to relieve the applicable Servicer of any of its duties and obligations to the Holders or the Lead Note Holder on behalf of the Holders with respect to the operation and management of any such REO Property; and (iv) the applicable Servicer shall be obligated with respect thereto to the same extent as if it alone were performing all duties and obligations in connection with the operation and management of such REO Property. (f) The applicable Servicer shall be entitled to enter into any agreement with any independent contractor performing services for it related to its duties and obligations hereunder for indemnification of such Servicer by such independent contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. When and as necessary, the applicable Servicer shall send to the Holders a statement prepared by the applicable Servicer setting forth the amount of net income or net loss, as determined for federal income tax purposes, resulting from the operation and management of a trade or business on, the furnishing or rendering of a non-customary service to the tenants of, or the receipt of any other amount not constituting rents in respect of, any REO Property. (g) With respect to any Specially Serviced Mortgage Loan or REO Property which the applicable Servicer has determined to sell in accordance with Accepted Servicing Practices, the applicable Servicer shall deliver to the Holders an officers’ certificate to the effect that, the applicable Servicer has determined to sell such Specially Serviced Mortgage Loan or REO Property in accordance with this subsection (g). The applicable Servicer may then offer to sell to any Person the Specially Serviced Mortgage Loan which is in Default or the REO Property (and shall on a monthly basis advise the Holders in writing of the status of such Specially Serviced Mortgage Loan or REO Property) or, subject to the following sentence, purchase any such Specially Serviced Mortgage Loan or REO Property (in each case at the Defaulted Mortgage Loan Purchase Price), but shall, in any event, so offer to sell any REO Property no later than the time determined by the applicable Servicer to be sufficient to result in the sale of such REO Property within the period specified in the REMIC Provisions. The applicable Servicer shall deliver such officers’ certificate and give the Holders not less than ten (10) Business Days’ prior written notice of its intention to sell any Specially Serviced Mortgage Loan or REO Property, in which case the applicable Servicer shall accept the highest offer received from any Person for the Specially Serviced Mortgage Loan or any REO Property in an amount at least equal to the Defaulted Mortgage Loan Purchase Price or, at its option, if it has received no offer at least equal to the Defaulted Mortgage Loan Purchase Price therefor, purchase the Specially Serviced Mortgage Loan or REO Property at the Defaulted Mortgage Loan Purchase Price. (h) In the absence of any such offer at the Defaulted Mortgage Loan Purchase Price, or purchase by the applicable Servicer at the Defaulted Mortgage Loan Purchase Price, such Servicer shall accept the highest offer received from any Person that is determined by such Servicer to be a fair price for such Specially Serviced Mortgage Loan or REO Property; provided that the Lead Note Holder (or the applicable Servicer, if the applicable Servicer or any Affiliate of the applicable Servicer is not an offeror) shall be entitled to engage, at the expense of the Holders, an Appraiser to determine whether the highest offer is a fair price. Notwithstanding anything to the contrary herein, neither the Mortgage Loan Borrower nor any Mortgage Loan Borrower Related Party may make an offer or purchase any Specially Serviced Mortgage Loan or any REO Property pursuant hereto. (i) The applicable Servicer shall not be obligated by either of the foregoing paragraphs or otherwise to accept the highest offer if the applicable Servicer determines, in accordance with Accepted Servicing Practices, that rejection of such offer would be in the best interests of the Holders as a collective whole. In addition, the applicable Servicer may accept a lower offer if it determines, in accordance with Accepted Servicing Practices, that acceptance of such offer would be in the best interests of the Holders as a collective whole (for example, if the prospective buyer making the lower offer is more likely to perform its obligations, or the terms offered by the prospective buyer making the lower offer are more favorable), provided that the offeror is not the applicable Servicer or an Affiliate of the applicable Servicer. The applicable Servicer shall in no event sell the Specially Serviced Mortgage Loan or the

Exercise of Remedies by the Servicer. (a) Subject to Section 20 18 of this Agreement, and except as otherwise provided in this Agreement or the Servicing Agreement and subject to the applicable limitations set forth in this Agreement or the Servicing Agreement, the Servicer (or other party entitled in accordance with the Servicing Agreement to act Servicer, on behalf of the Holders) Note A Holder and the Note B Holder (as a collective whole), shall have the sole and exclusive authority with respect to the administration of, and exercise of all rights and remedies with respect to, the Mortgage Loan granted under this Agreement or the Servicing AgreementLoans, including, without limitation, the sole and exclusive authority to (i) modify or waive any of the terms of the Mortgage Loan Documents, (ii) consent to any action or failure to act by any the Mortgage Loan Borrower or any party to the Mortgage Loan Documents, (iii) vote all claims with respect to the Mortgage Loan in any bankruptcy, insolvency or other similar proceedings and (iv) to take legal action to enforce or protect the Holders’ ' interests with respect to the Mortgage Loan Loans or to refrain from exercising any powers or rights under the Mortgage Loan Documents, including the right at any time to declare call or waive any Events of Default, or accelerate or refrain from accelerating the Mortgage Loan Loans or institute any foreclosure action, and subject to the terms and conditions of this Agreement, including, without limitation, Section 20 hereof, no Note B Holder of a Non-Lead Securitization Note shall have any no voting, consent or other rights whatsoever with respect to the Servicer’s 's administration of, or exercise of its rights and remedies with respect to, the Mortgage Loan Loans on behalf of the Note A Holder; provided, however, that any such action taken by the Servicer on behalf of the Note A Holder and the Note B Holder (as a collective whole) pursuant to this Section 17 shall be consistent with the terms of the applicable Servicing Agreement. Subject to the terms and conditions of the applicable Servicing Agreement, Agreement and subject to the terms and conditions Section 18 of Section 9(b) hereofthis Agreement, so long as Note A is an asset of a Securitization, the Servicer on behalf of the Note A Holder and the Note B Holder (as a collective whole) shall have the sole and exclusive authority to make servicing advances with respect to the Mortgage Loan. Except as otherwise provided in this AgreementAgreement (including without limitation the provisions of Section 18), the Note B Holder agrees that it shall have no right to, and hereby presently and irrevocably assigns and conveys to the Servicer (or other party entitled in accordance with the Servicing Agreement to act on behalf of the Holders)Note A Holder, the rights, if any, that such the Note B Holder has to, (Ai) to declare call or cause the Note A Holder or such Servicer to declare call an Event of Default under the Mortgage LoanLoans, (Bii) to exercise any remedies with respect to the Mortgage Loan Loans or any the Mortgage Loan Borrower, including, without limitation, filing or causing the Note A Holder or such Servicer to file any bankruptcy petition against any the Mortgage Loan Borrower or Borrower, (Ciii) to vote any claims with respect to the Mortgage Loan in any bankruptcy, insolvency or similar type of proceeding of the Mortgage Loan BorrowerBorrower or (iv) so long as Note A is an asset of a Securitization, make servicing advances with respect to the Mortgage Loans. The Note B Holder (or a servicer on its behalf) shall, from time to time, execute such documents as the Note A Holder or the any Servicer shall reasonably request require to evidence such assignment with respect to the rights described in clause (iii) of the first sentence in preceding sentence. Subject to Section 18 of this Section 19(a). The Agreement, the Note B Holder acknowledges that the Servicer on behalf of the Note A Holder and the Note B Holder (as a collective whole) may in its sole discretion exercise, or omit to exercise, any rights that the Servicer on behalf of the Note A Holder may have under this Agreement or the applicable Servicing Agreement in a manner that may be adverse to such Holder’s interests, the interests of the Note B Holder and that the Servicer on behalf of Note A Holder shall have no liability whatsoever to it (or a servicer on its behalf), other than as set forth in Section 8 hereof, the Note B Holder in connection with the exercise of rights by the Servicer on behalf of the Note A Holder or any omission by the Servicer on behalf of the Note A Holder to exercise such rights. The Subject to the terms of this Agreement, the Servicer on behalf of Note A Holder (or the Servicer acting on behalf of the Note A Holder) shall not have any fiduciary duty to any other the Note B Holder in connection with the administration of the Mortgage Loan. The foregoing provisions of this Section 19(a) shall not limit the right of the Note B Holder or any Affiliate thereof to be the Special Servicer or to exercise its rights as Controlling Holder under this Agreement or Controlling Holder under the Servicing AgreementLoans. The Note B Holder expressly and irrevocably waives for itself and any Person claiming through or under such the Note B Holder any and all rights that it may have under Section 1315 of the New York Real Property Actions and Proceedings Law or the provisions of any similar law that which purports to give a junior noteholder, mortgagee or loan participant the right to initiate any loan enforcement or foreclosure proceedings. The foregoing provisions of this Section 17(a) shall not limit the right of the Note B Holder or an Affiliate thereof to be a Servicer or to exercise its rights as Controlling Holder under this Agreement or Controlling Class Representative under any applicable Servicing Agreement. (b) Notwithstanding anything to the contrary contained herein, the exercise by the Servicer on behalf of Note A Holder (or the Servicer or the Trustee on its behalf) of its rights under this Section 19 17 shall be subject in all respects to any section of the any Securitization Servicing Agreement governing REMIC administration, and in no event shall the Servicer on behalf of Note A Holder (or the Servicer or the Trustee on its behalf) be permitted to take any action or refrain from taking any action which would violate the laws of any applicable jurisdiction, breach the Mortgage Loan Documents or Documents, be inconsistent with the Servicing Standard or violate any other provisions of the applicable Servicing Agreement or this Agreement Agreement, not be in the best economic interest of the Note A Holder and the Note B Holder (as a collective whole, i.e., as if a single Person held both Mortgage Loans), expand the scope of the Servicer's responsibilities under the Servicing Agreement, cause adverse tax consequences for the Note A Holder, or cause the arrangement evidenced hereby not to be treated as a “"grantor trust” " for federal Federal income tax purposes. (c) . The Servicer on behalf of the Note A Holder and the Note B Holder (or the Servicer or the Trustee on its behalfas a collective whole) shall exercise such rights and powers described in this Section 19 17 on the understanding that the Servicer on behalf of the Note A Holder and the Note B Holder (or the Servicer or the Trustee on its behalfas a collective whole) shall administer the Mortgage Loan in a manner Loans as is consistent with the applicable Servicing Agreement and this Agreement, provided that the Note A Holder and any Servicer acting on its behalf shall not be liable to the Note B Holder with respect to anything the Note A Holder or such Servicer may do or omit to do in relation to the Mortgage Loans, other than as set forth in Section 7 hereof, provided that such action or failure to act is consistent with the applicable Servicing Agreement and this Agreement. Without limiting the generality of the foregoing, the Note A Holder (or the and any Servicer or the Trustee acting on its behalf) behalf may rely on the advice of legal counsel, accountants and other experts (including those retained by the Mortgage Loan Borrower) and upon any written communication or telephone conversation which the Note A Holder or such Servicer or Trustee believes to be genuine and correct or to have been signed, sent or made by the proper Personperson or entity.