Common use of Additional Matters with Respect to the Whole Loan Clause in Contracts

Additional Matters with Respect to the Whole Loan. (a) In the event that only the Loan Seller repurchases one but not all of the Trust Notes (each, a “Repurchased Note”) in accordance with Section 2.7 hereof and Section 8 of the Loan Purchase Agreement: (i) The provisions of this Section 3.29 shall apply with respect to the servicing and administration of the Whole Loan (and the Loan Seller has agreed to such provisions in the Loan Purchase Agreement) until such time as all of the Trust Notes are repurchased or otherwise no longer part of the Trust, and the related successor holders thereof and the Companion Loan Holders have entered into a servicing agreement with respect to the Whole Loan in accordance with the Co-Lender Agreement. (ii) Custody of the respective Loan Documents shall be held exclusively by the Custodian, and record title under the respective Loan Documents shall be held exclusively by the Trustee, on behalf of the Certificateholders, as provided under this Agreement (subject to the rights of the Companion Loan Holders with respect to the Companion Loans), except that the Loan Seller shall hold and retain title to its original Repurchased Note and any related endorsements thereof. (iii) Payments from the Borrower or any other amounts received with respect to each Note shall be collected as provided in this Agreement by the Servicer and shall be applied to each Note in accordance with this Co-Lender Agreement and this Agreement, subject to Section 3.29(a)(iv). Payments or any other amounts received with respect to the related Repurchased Note shall be held in trust by the Servicer for the benefit of the Loan Seller and remitted (net of its pro rata share of any Servicing Fees, Special Servicing Fees, Certificate Administrator Fees (including that portion of the Certificate Administrator Fees that represents the Trustee Fees, which are payable to the Trustee) and any Trust Fund Expenses) to the Loan Seller or its designee by the Servicer on or before each Distribution Date pursuant to instructions provided by the Loan Seller and deposited and applied in accordance with this Agreement, subject to Section 3.29(a)(iv). In the event that the Property becomes Foreclosed Property, payments or any other amounts received with respect to the Whole Loan shall be collected and shall be applied pro rata to each related Note (net of its pro rata share of any Servicing Fees, Special Servicing Fees, Certificate Administrator Fees (including that portion of the Certificate Administrator Fees that represents the Trustee Fees, which are payable to the Trustee), CREFC® Intellectual Property Royalty License Fees, and any other Trust Fund Expenses) based on its respective principal balance, subject to Section 3.29(a)(iv). (iv) In the event that the Servicer or the Special Servicer, as applicable, receives an aggregate payment of less than the aggregate amount due under the Whole Loan at any particular time, the Loan Seller shall be entitled to receive from the Servicer an amount equal to the Loan Seller’s allocable share (based upon its respective principal balance) of such payment as determined in accordance with the terms of the Co-Lender Agreement and this Agreement. All expenses, losses and shortfalls including, without limitation, losses of principal or interest, Advances that have been declared Nonrecoverable Advances, interest on Advances, Special Servicing Fees, Work-out Fees and Liquidation Fees (including any such fees related to the related Notes) and other Trust Fund Expenses, will be allocated between the holders of the Notes in accordance with the Co-Lender Agreement, provided, however, such allocation shall not limit the Trustee’s, Certificate Administrator’s, Servicer’s or Special Servicer’s rights to full reimbursement of such expenses, losses and shortfalls under this Agreement. (v) For so long as the Whole Loan shall be serviced by the Servicer or the Special Servicer in accordance with this Agreement, the Servicer or the Special Servicer, as applicable, on behalf of the holders thereof shall administer the Whole Loan consistent with the terms of this Agreement. The Loan Seller shall not be permitted to terminate the Servicer or Special Servicer as servicer or special servicer of the related Repurchased Note. All rights of the mortgagee under the Whole Loan will be exercised by the Servicer or Special Servicer, on behalf of the Trust to the extent of its interest therein, the Companion Loan Holders and on behalf of the Loan Seller to the extent of its interest therein (as a collective whole) in accordance with this Agreement. (vi) Funds collected by the Servicer or the Special Servicer, as applicable, and applied to the Notes shall be deposited and disbursed in accordance with the provisions hereof. Compensation shall be paid to the Trustee, Certificate Administrator, Servicer, Special Servicer and CREFC® with respect to the related Repurchased Note as provided in this Agreement. None of the Trustee, the Certificate Administrator, the Servicer or the Special Servicer shall have any obligation to make any Monthly Payment Advance on the Trust Loan with respect to the related Repurchased Note. The Servicer, Certificate Administrator and the Special Servicer shall have no reporting requirement with respect to the related Repurchased Note other than that the holder of the related Repurchased Note, subject to delivery by such holder of an Investor Certification, shall be entitled to receive any and all reports and have access to any and all information that a Certificateholder would otherwise have under the terms of this Agreement. (vii) If any Note is considered a Specially Serviced Loan, then each Note shall be a Specially Serviced Loan under this Agreement and the Special Servicer shall cause such related Repurchased Note to be specially serviced for the benefit of the Loan Seller in accordance with the terms and provisions set forth in this Agreement and shall be entitled to any Special Servicing Fee, Work-out Fee or Liquidation Fee that would be payable to the Special Servicer under this Agreement. (viii) The Repurchased Note shall not be considered a Trust Note for purposes of exercising any of the consent or consultation provisions of the Co-Lender Agreement but shall be entitled to the consultation rights granted to holders of the Non-Trust A Notes. (b) If (A) the Servicer pays any amount to the Loan Seller pursuant hereto in the belief or expectation that a related payment has been made or will be received or collected in connection with any or all of the Notes and (B) such payment is not received or collected by the Servicer, then the Loan Seller will promptly on demand by the Servicer return such amount to the Servicer. If the Servicer determines at any time that any amount received or collected by the Servicer in respect of the Whole Loan must be returned to the Borrower or paid to any other Person or entity pursuant to any insolvency law or otherwise, notwithstanding any other provision of this Agreement, the Servicer shall not be required to distribute any portion thereof to the Loan Seller, and the Loan Seller will promptly on demand by the Servicer repay, which obligation shall survive the termination of this Agreement, any portion thereof that the Servicer may have distributed to the Loan Seller, together with interest thereon at such rate, if any, as the Servicer may pay to the Borrower or such other Person or entity with respect thereto. (c) Subject to this Agreement, the Servicer, or the Special Servicer, as applicable, on behalf of the holders of the Repurchased Note, shall have the exclusive right and obligation to (i) administer, service and make all decisions and determinations regarding the Whole Loan, and (ii) enforce the Loan Documents as provided hereunder. Without limiting the generality of the preceding sentence, the Servicer, or Special Servicer, as applicable, may provide consent to any action or inaction under the Loan Documents, agree to any modification, waiver or amendment of any term of, forgive interest on and principal of, capitalize interest on, permit the release, addition or substitution of collateral securing, and/or permit the release of the Borrower on or any guarantor of the Whole Loan without the consent of the Loan Seller, subject, however, to Section 3.24. (d) In taking or refraining from taking any action permitted hereunder, the Servicer and the Special Servicer shall each be subject to the same degree of care with respect to the administration and servicing of the Whole Loan as is consistent with this Agreement; and shall only be liable to the Loan Seller to the same extent as set forth herein as it is liable to the Trust. (e) In the event that the Trustee or the Servicer has made a Property Protection Advance or an Administrative Advance with respect to the Whole Loan that would otherwise be reimbursable to such advancing party under this Agreement, and such Advance is determined to be a Nonrecoverable Advance, the Loan Seller shall reimburse the Trustee, the Certificate Administrator, the Servicer or the Special Servicer, as applicable, in an amount equal to its pro rata share (based upon its respective principal balance) of such Nonrecoverable Advance and accrued interest thereon at the Advance Rate. To the extent that the Loan Seller reimburses any such Nonrecoverable Advances and such amounts are subsequently recovered by the Trust, the Loan Seller shall receive a reimbursement from such recovery to the same extent. If less than 100% of the Nonrecoverable Advances are reimbursed by or on behalf of the Borrower, the Servicer shall reimburse the Trust and the Loan Seller on a pro rata basis from such amounts received from the Borrower. Notwithstanding anything herein to the contrary, including, but not limited to the Loan Seller’s reimbursement obligation described herein, the Trustee or Servicer shall have a right to reimbursement of any amounts advanced under Section 3.4(c) for the full Nonrecoverable Advance and interest thereon at the Advance Rate. Notwithstanding anything to the contrary contained herein, the total liability of the Loan Seller shall not exceed an amount equal to its pro rata share (based upon its respective principal balance) of the aggregate Whole Loan obligations. (f) The Loan Seller shall have the right to assign the related Repurchased Note; provided that the assignee of the related Repurchased Note shall agree in writing to be bound by the terms of this Agreement. (g) The Servicer and the Special Servicer shall, in connection with their servicing and administrative duties under this Agreement, exercise efforts consistent with the Accepted Servicing Practices to execute and deliver, on behalf of the Loan Seller as a holder of a pari passu interest in the Whole Loan, any and all documents and instruments necessary to maintain the lien created by the Mortgage or other security document related to the Whole Loan or the Property and related collateral, any and all modifications, waivers, amendments or consents to or with respect to the Loan Documents, and any and all instruments of satisfaction or cancellation, or of full release or discharge, and all other comparable instruments with respect to the related Repurchased Note or related Repurchased Notes and the Property all in accordance with, and subject to, the terms of this Agreement. The Loan Seller agrees to furnish, or cause to be furnished, to the Servicer and the Special Servicer any powers of attorney or other documents necessary or appropriate to enable the Servicer or the Special Servicer, as the case may be, to carry out its servicing and administrative duties under this Agreement related to the Whole Loan; provided, however, that the Loan Seller shall not be liable, and shall be indemnified by the Servicer or the Special Servicer, as applicable, for any negligence with respect to, or misuse of, any such power of attorney by the Servicer or the Special Servicer, as the case may be; and further provided that the Servicer or the Special Servicer, without the written consent of the Loan Seller, shall not initiate any action in the name of the Loan Seller without indicating its representative capacity that actually causes the Loan Seller to be registered to do business in any state. (h) The Loan Seller agrees to deliver to the Servicer or the Special Servicer, as applicable the Loan Documents related to the related Repurchased Note or related Repurchased Notes, as applicable, any receipt for release and any court pleadings, requests for trustee’s sale or other documents necessary to the foreclosure or trustee’s sale in respect of the Property or to any legal action or to enforce any other remedies or rights provided by the Note(s) or the Mortgage or otherwise available at law or equity with respect to the related Repurchased Note. The rights granted to the Loan Seller under this Section 3.29 shall in all respects be subject to the general rights, indemnification in favor of the Certificate Administrator, Trustee, Servicer and Special Servicer, protections, limitations on liability and immunities granted to the parties in this Agreement (including, but not limited to, Section 6.3) and this Section 3.29 shall not be construed to limit such indemnification in favor of the Certificate Administrator, Trustee, Servicer and Special Servicer rights, protections, limitations on liability and immunities which shall apply to all the Notes, including the Repurchased Note.

Additional Matters with Respect to the Whole Loan. (a) In the event that only the Loan Seller repurchases one but not all of the Trust Notes (each, a “Repurchased Note”) in accordance with Section 2.7 2.8 hereof and Section 8 of the Loan Purchase Agreement: (i) The provisions of this Section 3.29 shall apply with respect to the servicing and administration of the Whole Loan (and the Loan Seller has agreed to such provisions in the Loan Purchase Agreement) until such time as all of the Trust Notes are repurchased or otherwise no longer part of the Trust, and the related successor holders thereof and the Companion Loan Holders have entered into a servicing agreement with respect to the Whole Loan in accordance with the Co-Lender Agreement. (ii) Custody of the respective Loan Documents shall be held exclusively by the Custodian, and record title under the respective Loan Documents shall be held exclusively by the Trustee, on behalf of the Certificateholders, as provided under this Agreement (subject to the rights of the Companion Loan Holders with respect to the Companion Loans), except that the Loan Seller shall hold and retain title to its original Repurchased Note and any related endorsements thereof. (iii) Payments from the Borrower or any other amounts received with respect to each Note shall be collected as provided in this Agreement by the Servicer and shall be applied to each Note in accordance with this Co-Lender Agreement and this Agreement, subject to Section 3.29(a)(iv). Payments or any other amounts received with respect to the related Repurchased Note shall be held in trust by the Servicer for the benefit of the Loan Seller and remitted (net of its pro rata share of any Servicing Fees, Special Servicing Fees, Certificate Administrator Fees (including that portion of the Certificate Administrator Fees that represents the Trustee Fees, which are payable to the Trustee) and any Trust Fund Expenses) to the Loan Seller or its designee by the Servicer on or before each Distribution Date pursuant to instructions provided by the Loan Seller and deposited and applied in accordance with this Agreement, subject to Section 3.29(a)(iv). In the event that the Property becomes Foreclosed Property, payments or any other amounts received with respect to the Whole Loan shall be collected and shall be applied pro rata to each related Note (net of its pro rata share of any Servicing Fees, Special Servicing Fees, Certificate Administrator Fees (including that portion of the Certificate Administrator Fees that represents the Trustee Fees, which are payable to the Trustee), CREFC® Intellectual Property Royalty License Fees, and any other Trust Fund Expenses) based on its respective principal balance, subject to Section 3.29(a)(iv). (iv) In the event that the Servicer or the Special Servicer, as applicable, receives an aggregate payment of less than the aggregate amount due under the Whole Loan at any particular time, the Loan Seller shall be entitled to receive from the Servicer an amount equal to the Loan Seller’s allocable share (based upon its respective principal balance) of such payment as determined in accordance with the terms of the Co-Lender Agreement and this Agreement. All expenses, losses and shortfalls including, without limitation, losses of principal or interest, Advances that have been declared Nonrecoverable Advances, interest on Advances, Special Servicing Fees, Work-out Fees and Liquidation Fees (including any such fees related to the related Notes) and other Trust Fund Expenses, will be allocated between the holders of the Notes in accordance with the Co-Lender Agreement, provided, however, such allocation shall not limit the Trustee’s, Certificate Administrator’s, Servicer’s or Special Servicer’s rights to full reimbursement of such expenses, losses and shortfalls under this Agreement. (v) For so long as the Whole Loan shall be serviced by the Servicer or the Special Servicer in accordance with this Agreement, the Servicer or the Special Servicer, as applicable, on behalf of the holders thereof shall administer the Whole Loan consistent with the terms of this Agreement. The Loan Seller shall not be permitted to terminate the Servicer or Special Servicer as servicer or special servicer of the related Repurchased Note. All rights of the mortgagee under the Whole Loan will be exercised by the Servicer or Special Servicer, on behalf of the Trust to the extent of its interest therein, the Companion Loan Holders and on behalf of the Loan Seller to the extent of its interest therein (as a collective whole) in accordance with this Agreement. (vi) Funds collected by the Servicer or the Special Servicer, as applicable, and applied to the Notes shall be deposited and disbursed in accordance with the provisions hereof. Compensation shall be paid to the Trustee, Certificate Administrator, Servicer, Special Servicer and CREFC® with respect to the related Repurchased Note as provided in this Agreement. None of the Trustee, the Certificate Administrator, the Servicer or the Special Servicer shall have any obligation to make any Monthly Payment Advance on the Trust Loan with respect to the related Repurchased Note. The Servicer, Certificate Administrator and the Special Servicer shall have no reporting requirement with respect to the related Repurchased Note other than that the holder of the related Repurchased Note, subject to delivery by such holder of an Investor Certification, shall be entitled to receive any and all reports and have access to any and all information that a Certificateholder would otherwise have under the terms of this Agreement. (vii) If any Note is considered a Specially Serviced Loan, then each Note shall be a Specially Serviced Loan under this Agreement and the Special Servicer shall cause such related Repurchased Note to be specially serviced for the benefit of the Loan Seller in accordance with the terms and provisions set forth in this Agreement and shall be entitled to any Special Servicing Fee, Work-out Fee or Liquidation Fee that would be payable to the Special Servicer under this Agreement. (viii) The Repurchased Note shall not be considered a Trust Note for purposes of exercising any of the consent or consultation provisions of the Co-Lender Agreement but shall be entitled to the consultation rights granted to holders of the Non-Trust A Notes. (b) If (A) the Servicer pays any amount to the Loan Seller pursuant hereto in the belief or expectation that a related payment has been made or will be received or collected in connection with any or all of the Notes and (B) such payment is not received or collected by the Servicer, then the Loan Seller will promptly on demand by the Servicer return such amount to the Servicer. If the Servicer determines at any time that any amount received or collected by the Servicer in respect of the Whole Loan must be returned to the Borrower or paid to any other Person or entity pursuant to any insolvency law or otherwise, notwithstanding any other provision of this Agreement, the Servicer shall not be required to distribute any portion thereof to the Loan Seller, and the Loan Seller will promptly on demand by the Servicer repay, which obligation shall survive the termination of this Agreement, any portion thereof that the Servicer may have distributed to the Loan Seller, together with interest thereon at such rate, if any, as the Servicer may pay to the Borrower or such other Person or entity with respect thereto. (c) Subject to this Agreement, the Servicer, or the Special Servicer, as applicable, on behalf of the holders of the Repurchased Note, shall have the exclusive right and obligation to (i) administer, service and make all decisions and determinations regarding the Whole Loan, and (ii) enforce the Loan Documents as provided hereunder. Without limiting the generality of the preceding sentence, the Servicer, or Special Servicer, as applicable, may provide consent to any action or inaction under the Loan Documents, agree to any modification, waiver or amendment of any term of, forgive interest on and principal of, capitalize interest on, permit the release, addition or substitution of collateral securing, and/or permit the release of the Borrower on or any guarantor of the Whole Loan without the consent of the Loan Seller, subject, however, to Section 3.24. (d) In taking or refraining from taking any action permitted hereunder, the Servicer and the Special Servicer shall each be subject to the same degree of care with respect to the administration and servicing of the Whole Loan as is consistent with this Agreement; and shall only be liable to the Loan Seller to the same extent as set forth herein as it is liable to the Trust. (e) In the event that the Trustee or the Servicer has made a Property Protection Advance or an Administrative Advance with respect to the Whole Loan that would otherwise be reimbursable to such advancing party under this Agreement, and such Advance is determined to be a Nonrecoverable Advance, the Loan Seller shall reimburse the Trustee, the Certificate Administrator, the Servicer or the Special Servicer, as applicable, in an amount equal to its pro rata share (based upon its respective principal balance) of such Nonrecoverable Advance and accrued interest thereon at the Advance Rate. To the extent that the Loan Seller reimburses any such Nonrecoverable Advances and such amounts are subsequently recovered by the Trust, the Loan Seller shall receive a reimbursement from such recovery to the same extent. If less than 100% of the Nonrecoverable Advances are reimbursed by or on behalf of the Borrower, the Servicer shall reimburse the Trust and the Loan Seller on a pro rata basis from such amounts received from the Borrower. Notwithstanding anything herein to the contrary, including, but not limited to the Loan Seller’s reimbursement obligation described herein, the Trustee or Servicer shall have a right to reimbursement of any amounts advanced under Section 3.4(c) for the full Nonrecoverable Advance and interest thereon at the Advance Rate. Notwithstanding anything to the contrary contained herein, the total liability of the Loan Seller shall not exceed an amount equal to its pro rata share (based upon its respective principal balance) of the aggregate Whole Loan obligations. (f) The Loan Seller shall have the right to assign the related Repurchased Note; provided that the assignee of the related Repurchased Note shall agree in writing to be bound by the terms of this Agreement. (g) The Servicer and the Special Servicer shall, in connection with their servicing and administrative duties under this Agreement, exercise efforts consistent with the Accepted Servicing Practices to execute and deliver, on behalf of the Loan Seller as a holder of a pari passu interest in the Whole Loan, any and all documents and instruments necessary to maintain the lien created by the Mortgage or other security document related to the Whole Loan or the Property and related collateral, any and all modifications, waivers, amendments or consents to or with respect to the Loan Documents, and any and all instruments of satisfaction or cancellation, or of full release or discharge, and all other comparable instruments with respect to the related Repurchased Note or related Repurchased Notes and the Property all in accordance with, and subject to, the terms of this Agreement. The Loan Seller agrees to furnish, or cause to be furnished, to the Servicer and the Special Servicer any powers of attorney or other documents necessary or appropriate to enable the Servicer or the Special Servicer, as the case may be, to carry out its servicing and administrative duties under this Agreement related to the Whole Loan; provided, however, that the Loan Seller shall not be liable, and shall be indemnified by the Servicer or the Special Servicer, as applicable, for any negligence with respect to, or misuse of, any such power of attorney by the Servicer or the Special Servicer, as the case may be; and further provided that the Servicer or the Special Servicer, without the written consent of the Loan Seller, shall not initiate any action in the name of the Loan Seller without indicating its representative capacity that actually causes the Loan Seller to be registered to do business in any state. (h) The Loan Seller agrees to deliver to the Servicer or the Special Servicer, as applicable the Loan Documents related to the related Repurchased Note or related Repurchased Notes, as applicable, any receipt for release and any court pleadings, requests for trustee’s sale or other documents necessary to the foreclosure or trustee’s sale in respect of the Property or to any legal action or to enforce any other remedies or rights provided by the Note(s) or the Mortgage or otherwise available at law or equity with respect to the related Repurchased Note. The rights granted to the Loan Seller under this Section 3.29 shall in all respects be subject to the general rights, indemnification in favor of the Certificate Administrator, Trustee, Servicer and Special Servicer, protections, limitations on liability and immunities granted to the parties in this Agreement (including, but not limited to, Section 6.3) and this Section 3.29 shall not be construed to limit such indemnification in favor of the Certificate Administrator, Trustee, Servicer and Special Servicer rights, protections, limitations on liability and immunities which shall apply to all the Notes, including the Repurchased Note.

Additional Matters with Respect to the Whole Loan. (a) In the event that only the Loan Seller repurchases one but not all of the Trust Notes (each, a “Repurchased Note”) in accordance with Section 2.7 hereof and Section 8 of the Loan Purchase Agreement: (i) The provisions of this Section 3.29 shall apply with respect to the servicing and administration of the Whole Loan (and the Loan Seller has agreed to such provisions in the Loan Purchase Agreement) until such time as all of the Trust Notes are repurchased or otherwise no longer part of the Trust, and the related successor holders thereof and the Companion Loan Holders have entered into a servicing agreement with respect to the Whole Loan in accordance with the Co-Lender Agreement. (ii) Custody of the respective Loan Documents shall be held exclusively by the Custodian, and record title under the respective Loan Documents shall be held exclusively by the Trustee, on behalf of the Certificateholders, as provided under this Agreement (subject to the rights of the Companion Loan Holders with respect to the Companion Loans), except that the Loan Seller shall hold and retain title to its original Repurchased Note and any related endorsements thereof. (iii) Payments from the Borrower or any other amounts received with respect to each Note shall be collected as provided in this Agreement by the Servicer and shall be applied to each Note in accordance with this Co-Lender Agreement and this Agreement, subject to Section 3.29(a)(iv). Payments or any other amounts received with respect to the related Repurchased Note shall be held in trust by the Servicer for the benefit of the Loan Seller and remitted (net of its pro rata share of any Servicing Fees, Special Servicing Fees, Certificate Administrator Fees (including that portion of the Certificate Administrator Fees that represents the Trustee Fees, which are payable to the Trustee) and any Trust Fund Expenses) to the Loan Seller or its designee by the Servicer on or before each Distribution Date pursuant to instructions provided by the Loan Seller and deposited and applied in accordance with this Agreement, subject to Section 3.29(a)(iv). In the event that the Property becomes Foreclosed Property, payments or any other amounts received with respect to the Whole Loan shall be collected and shall be applied pro rata to each related Note (net of its pro rata share of any Servicing Fees, Special Servicing Fees, Certificate Administrator Fees (including that portion of the Certificate Administrator Fees that represents the Trustee Fees, which are payable to the Trustee), CREFC® Intellectual Property Royalty License Fees, and any other Trust Fund Expenses) based on its respective principal balance, subject to Section 3.29(a)(iv). (iv) In the event that the Servicer or the Special Servicer, as applicable, receives an aggregate payment of less than the aggregate amount due under the Whole Loan at any particular time, the Loan Seller shall be entitled to receive from the Servicer an amount equal to the Loan Seller’s allocable share (based upon its respective principal balance) of such payment as determined in accordance with the terms of the Co-Lender Agreement and this Agreement. All expenses, losses and shortfalls including, without limitation, losses of principal or interest, Advances that have been declared Nonrecoverable Advances, interest on Advances, Special Servicing Fees, Work-out Fees and Liquidation Fees (including any such fees related to the related Notes) and other Trust Fund Expenses, will be allocated between the holders of the Notes in accordance with the Co-Lender Agreement, provided, however, such allocation shall not limit the Trustee’s, Certificate Administrator’s, Servicer’s or Special Servicer’s rights to full reimbursement of such expenses, losses and shortfalls under this Agreement. (v) For so long as the Whole Loan shall be serviced by the Servicer or the Special Servicer in accordance with this Agreement, the Servicer or the Special Servicer, as applicable, on behalf of the holders thereof shall administer the Whole Loan consistent with the terms of this Agreement. The Loan Seller shall not be permitted to terminate the Servicer or Special Servicer as servicer or special servicer of the related Repurchased Note. All rights of the mortgagee under the Whole Loan will be exercised by the Servicer or Special Servicer, on behalf of the Trust to the extent of its interest therein, the Companion Loan Holders and on behalf of the Loan Seller to the extent of its interest therein (as a collective whole) in accordance with this Agreement. (vi) Funds collected by the Servicer or the Special Servicer, as applicable, and applied to the Notes shall be deposited and disbursed in accordance with the provisions hereof. Compensation shall be paid to the Trustee, Certificate Administrator, Servicer, Special Servicer and CREFC® with respect to the related Repurchased Note as provided in this Agreement. None of the Trustee, the Certificate Administrator, the Servicer or the Special Servicer shall have any obligation to make any Monthly Payment Advance on the Trust Loan with respect to the related Repurchased Note. The Servicer, Certificate Administrator and the Special Servicer shall have no reporting requirement with respect to the related Repurchased Note other than that the holder of the related Repurchased Note, subject to delivery by such holder of an Investor Certification, shall be entitled to receive any and all reports and have access to any and all information that a Certificateholder would otherwise have under the terms of this Agreement. (vii) If any Note is considered a Specially Serviced Loan, then each Note shall be a Specially Serviced Loan under this Agreement and the Special Servicer shall cause such related Repurchased Note to be specially serviced for the benefit of the Loan Seller in accordance with the terms and provisions set forth in this Agreement and shall be entitled to any Special Servicing Fee, Work-out Fee or Liquidation Fee that would be payable to the Special Servicer under this Agreement. (viii) The Repurchased Note shall not be considered a Trust Note for purposes of exercising any of the consent or consultation provisions of the Co-Lender Agreement but shall be entitled to the consultation rights granted to holders of the Non-Trust A Notes. (b) If (A) the Servicer pays any amount to the any Loan Seller pursuant hereto in the belief or expectation that a related payment has been made or will be received or collected in connection with any or all of the Notes and (B) such payment is not received or collected by the Servicer, then the such Loan Seller will promptly on demand by the Servicer return such amount to the Servicer. If the Servicer determines at any time that any amount received or collected by the Servicer in respect of the Whole Loan must be returned to the Borrower or paid to any other Person or entity pursuant to any insolvency law or otherwise, notwithstanding any other provision of this Agreement, the Servicer shall not be required to distribute any portion thereof to the such Loan Seller, and the such Loan Seller will promptly on demand by the Servicer repay, which obligation shall survive the termination of this Agreement, any portion thereof that the Servicer may have distributed to the such Loan Seller, together with interest thereon at such rate, if any, as the Servicer may pay to the Borrower or such other Person or entity with respect thereto. (c) Subject to this Agreement, the Servicer, or the Special Servicer, as applicable, on behalf of the holders of the Repurchased Note, shall have the exclusive right and obligation to (i) administer, service and make all decisions and determinations regarding the Whole Loan, and (ii) enforce the Loan Documents as provided hereunder. Without limiting the generality of the preceding sentence, the Servicer, or Special Servicer, as applicable, may provide consent to any action or inaction under the Loan Documents, agree to any modification, waiver or amendment of any term of, forgive interest on and principal of, capitalize interest on, permit the release, addition or substitution of collateral securing, and/or permit the release of the Borrower on or any guarantor of the Whole Loan without the consent of the Loan Seller, subject, however, to Section 3.24. (db) In taking or refraining from taking any action permitted hereunder, the Servicer and the Special Servicer shall each be subject to the same degree of care with respect to the administration and servicing of the Whole Loan as is consistent with this Agreement; and shall only be liable to the Loan Seller Sellers to the same extent as set forth herein as it is liable to the Trust. (ec) In the event that the Trustee or the Servicer has made a Property Protection Advance or an Administrative Advance with respect to the Whole Loan that would otherwise be reimbursable to such advancing party under this Agreement, and such Advance is determined to be a Nonrecoverable Advance, the Loan Seller Sellers shall reimburse the Trustee, the Certificate Administrator, the Servicer or the Special Servicer, as applicable, in an amount equal to its pro rata share (based upon its respective principal balance) of such Nonrecoverable Advance and accrued interest thereon at the Advance Rate. To the extent that the Loan Seller Sellers reimburses any such Nonrecoverable Advances and such amounts are subsequently recovered by the Trust, the Loan Seller Sellers shall receive a reimbursement from such recovery to the same extent. If less than 100% of the Nonrecoverable Advances are reimbursed by or on behalf of the Borrower, the Servicer shall reimburse the Trust and the Loan Seller Sellers on a pro rata basis from such amounts received from the Borrower. Notwithstanding anything herein to the contrary, including, but not limited to the Loan Seller’s Sellers’ reimbursement obligation described herein, the Trustee or Servicer shall have a right to reimbursement of any amounts advanced under Section 3.4(c3.4(d) for the full Nonrecoverable Advance and interest thereon at the Advance Rate. Notwithstanding anything to the contrary contained herein, the total liability of the Loan Seller Sellers shall not exceed an amount equal to its pro rata share (based upon its respective principal balance) of the aggregate Whole Loan obligations. (f) The Loan Seller shall have the right to assign the related Repurchased Note; provided that the assignee of the related Repurchased Note shall agree in writing to be bound by the terms of this Agreement. (g) The Servicer and the Special Servicer shall, in connection with their servicing and administrative duties under this Agreement, exercise efforts consistent with the Accepted Servicing Practices to execute and deliver, on behalf of the Loan Seller as a holder of a pari passu interest in the Whole Loan, any and all documents and instruments necessary to maintain the lien created by the Mortgage or other security document related to the Whole Loan or the Property and related collateral, any and all modifications, waivers, amendments or consents to or with respect to the Loan Documents, and any and all instruments of satisfaction or cancellation, or of full release or discharge, and all other comparable instruments with respect to the related Repurchased Note or related Repurchased Notes and the Property all in accordance with, and subject to, the terms of this Agreement. The Loan Seller agrees to furnish, or cause to be furnished, to the Servicer and the Special Servicer any powers of attorney or other documents necessary or appropriate to enable the Servicer or the Special Servicer, as the case may be, to carry out its servicing and administrative duties under this Agreement related to the Whole Loan; provided, however, that the Loan Seller shall not be liable, and shall be indemnified by the Servicer or the Special Servicer, as applicable, for any negligence with respect to, or misuse of, any such power of attorney by the Servicer or the Special Servicer, as the case may be; and further provided that the Servicer or the Special Servicer, without the written consent of the Loan Seller, shall not initiate any action in the name of the Loan Seller without indicating its representative capacity that actually causes the Loan Seller to be registered to do business in any state. (h) The Loan Seller agrees to deliver to the Servicer or the Special Servicer, as applicable the Loan Documents related to the related Repurchased Note or related Repurchased Notes, as applicable, any receipt for release and any court pleadings, requests for trustee’s sale or other documents necessary to the foreclosure or trustee’s sale in respect of the Property or to any legal action or to enforce any other remedies or rights provided by the Note(s) or the Mortgage or otherwise available at law or equity with respect to the related Repurchased Note. The rights granted to the Loan Seller Sellers under this Section 3.29 shall in all respects be subject to the general rights, indemnification in favor of the Certificate Administrator, Trustee, Servicer and Special Servicer, protections, limitations on liability and immunities granted to the parties in this Agreement (including, but not limited to, Section 6.3) and this Section 3.29 shall not be construed to limit such indemnification in favor of the Certificate Administrator, Trustee, Servicer and Special Servicer rights, protections, limitations on liability and immunities which shall apply to all the Notes, including the Repurchased Note. (d) The Servicer shall promptly (and in any event within 60 days) after the Closing Date deliver notice to the related ground lessor of the transfer of the Trust Loan to the Trust pursuant to this Agreement and inform such ground lessor that any notices of default under the related Ground Lease should thereafter be forwarded to the Servicer; provided that the Loan Sellers shall cooperate with the Servicer with respect to such notices, including, without limitation, providing the form of notice to be delivered to such ground lessors.

Additional Matters with Respect to the Whole Loan. (a) In the event that only the Loan Seller repurchases Sellers repurchase one but not all of the Trust Notes (each, a “Repurchased Note”) in accordance with Section 2.7 2.8 hereof and Section 8 of the Loan Purchase Agreement: (i) The provisions of this Section 3.29 3.28 and the Co-Lender Agreement shall apply with respect to the servicing and administration of the Whole Loan (and the each Loan Seller has agreed to such provisions in the Loan Purchase Agreement) until such time as all of the Trust Notes are repurchased or otherwise no longer part of the Trust, and the related successor holders thereof and the Companion Loan Holders have entered into a servicing agreement with respect to the Whole Loan in accordance with the Co-Lender Agreement. (ii) Custody of the respective Loan Documents shall be held exclusively by the Custodian, and record title under the respective Loan Documents shall be held exclusively by the Trustee, on behalf of the Certificateholders, as provided under this Agreement (subject to the rights of the Companion Loan Holders with respect to the Companion Loans), except that the each Loan Seller shall hold and retain title to its original Repurchased Note and any related endorsements thereof. (iii) Payments from the Borrower or any other amounts received with respect to each Note shall be collected as provided in this Agreement by the Servicer and shall be applied to each Note in accordance with this Co-Lender Agreement and this Agreement, subject to Section 3.29(a)(iv3.28(a)(iv). Payments or any other amounts received with respect to the related Repurchased Note shall be held in trust by the Servicer for the benefit of the Loan Seller Sellers and remitted (net of its pro rata share of any Servicing Fees, Special Servicing Fees, Certificate Administrator Fees (including that portion of the Certificate Administrator Fees that represents the Trustee Fees, which are payable to the Trustee) and any Trust Fund Expenses) to the applicable Loan Seller or its designee by the Servicer on or before each Distribution Date pursuant to instructions provided by the such Loan Seller and deposited and applied in accordance with this Agreement, subject to Section 3.29(a)(iv3.28(a)(iv). In the event that the Property becomes Foreclosed Property, payments or any other amounts received with respect to the Whole Loan shall be collected and shall be applied pro rata to each related Note (net of its pro rata share of any Servicing Fees, Special Servicing Fees, Certificate Administrator Fees (including that portion of the Certificate Administrator Fees that represents the Trustee Fees, which are payable to the Trustee), CREFC® Intellectual Property Royalty License Fees, and any other Trust Fund Expenses) based on its respective principal balance, subject to Section 3.29(a)(iv3.28(a)(iv). (iv) In the event that the Servicer or the Special Servicer, as applicable, receives an aggregate payment of less than the aggregate amount due under the Whole Loan at any particular time, the each Loan Seller shall be entitled to receive from the Servicer an amount equal to the such Loan Seller’s allocable share (based upon its respective principal balance) of such payment as determined in accordance with the terms of the Co-Lender Agreement and this Agreement. All expenses, losses and shortfalls including, without limitation, losses of principal or interest, Advances that have been declared Nonrecoverable Advances, interest on Advances, Special Servicing Fees, Work-out Fees and Liquidation Fees (including any such fees related to the related Notes) and other Trust Fund Expenses, will be allocated between the holders of the Notes in accordance with the Co-Lender Agreement, provided, however, such allocation shall not limit the Trustee’s, Certificate Administrator’s, Servicer’s or Special Servicer’s rights to full reimbursement of such expenses, losses and shortfalls under this Agreement. (v) For so long as the Whole Loan shall be serviced by the Servicer or the Special Servicer in accordance with this Agreement, the Servicer or the Special Servicer, as applicable, on behalf of the holders thereof shall administer the Whole Loan consistent with the terms of this Agreement. The Loan Seller Sellers shall not be permitted to terminate the Servicer or Special Servicer as servicer or special servicer of the related Repurchased Note. All rights of the mortgagee under the Whole Loan will be exercised by the Servicer or Special Servicer, on behalf of the Trust to the extent of its interest therein, the Companion Loan Holders and on behalf of the Loan Seller Sellers to the extent of its interest therein (as a collective whole) in accordance with this Agreement. (vi) Funds collected by the Servicer or the Special Servicer, as applicable, and applied to the Notes shall be deposited and disbursed in accordance with the provisions hereof. Compensation shall be paid to the Trustee, Certificate Administrator, Servicer, Special Servicer and CREFC® with respect to the related Repurchased Note as provided in this AgreementAgreement and will continue to be due to the Servicer or Special Servicer, as applicable, for so long as the Whole Loan remains outstanding. None of the Trustee, the Certificate Administrator, the Servicer or the Special Servicer shall have any obligation to make any Monthly Payment Advance on the Trust Loan with respect to the related Repurchased Note. The Servicer, Certificate Administrator and the Special Servicer shall have no reporting requirement with respect to the related Repurchased Note other than that the holder of the related Repurchased Note, subject to delivery by such holder of an Investor Certification, shall be entitled to receive any and all reports and have access to any and all information that a Certificateholder would otherwise have under the terms of this Agreement. (vii) If any Note is considered a Specially Serviced Loan, then each Note shall be a Specially Serviced Loan under this Agreement and the Special Servicer shall cause such related Repurchased Note to be specially serviced for the benefit of the Loan Seller Sellers in accordance with the terms and provisions set forth in this Agreement and shall be entitled to any Special Servicing Fee, Work-out Fee or Liquidation Fee that would be payable to the Special Servicer under this Agreement. (viii) The Repurchased Note shall not be considered a Trust Note for purposes of exercising any of the consent or consultation provisions of the Co-Lender Agreement but shall be entitled to the consultation rights granted to holders of the Non-Trust A Notes. (b) If (A) the Servicer pays any amount to the any Loan Seller pursuant hereto in the belief or expectation that a related payment has been made or will be received or collected in connection with any or all of the Notes and (B) such payment is not received or collected by the Servicer, then the such Loan Seller will promptly on demand by the Servicer return such amount to the Servicer. If the Servicer determines at any time that any amount received or collected by the Servicer in respect of the Whole Loan must be returned to the Borrower or paid to any other Person or entity pursuant to any insolvency law or otherwise, notwithstanding any other provision of this Agreement, the Servicer shall not be required to distribute any portion thereof to the Loan SellerSellers, and the each Loan Seller will promptly on demand by the Servicer repay, which obligation shall survive the termination of this Agreement, any portion thereof that the Servicer may have distributed to the such Loan Seller, together with interest thereon at such rate, if any, as the Servicer may pay to the Borrower or such other Person or entity with respect thereto. (c) Subject to this Agreement, the Servicer, or the Special Servicer, as applicable, on behalf of the holders of the Repurchased Note, shall have the exclusive right and obligation to (i) administer, service and make all decisions and determinations regarding the Whole Loan, and (ii) enforce the Loan Documents as provided hereunder. Without limiting the generality of the preceding sentence, the Servicer, or Special Servicer, as applicable, may provide consent to any action or inaction under the Loan Documents, agree to any modification, waiver or amendment of any term of, forgive interest on and principal of, capitalize interest on, permit the release, addition or substitution of collateral securing, and/or permit the release of the Borrower on or any guarantor of the Whole Loan without the consent of the Loan SellerSellers, subject, however, to Section 3.243.22. (d) In taking or refraining from taking any action permitted hereunder, the Servicer and the Special Servicer shall each be subject to the same degree of care with respect to the administration and servicing of the Whole Loan as is consistent with this Agreement; and shall only be liable to the each Loan Seller to the same extent as set forth herein as it is liable to the Trust. (e) In the event that the Trustee or the Servicer has made a Property Protection Advance or an Administrative Advance with respect to the Whole Loan that would otherwise be reimbursable to such advancing party under this Agreement, and such Advance is determined to be a Nonrecoverable Advance, the each Loan Seller shall reimburse the Trustee, the Certificate Administrator, the Servicer or the Special Servicer, as applicable, in an amount equal to its pro rata share (based upon its respective principal balance) of such Nonrecoverable Advance and accrued interest thereon at the Advance Rate. To the extent that the any Loan Seller reimburses any such Nonrecoverable Advances and such amounts are subsequently recovered by the Trust, the such Loan Seller shall receive a reimbursement from such recovery to the same extent. If less than 100% of the Nonrecoverable Advances are reimbursed by or on behalf of the Borrower, the Servicer shall reimburse the Trust and the Loan Seller Sellers on a pro rata basis from such amounts received from the Borrower. Notwithstanding anything herein to the contrary, including, but not limited to the such Loan Seller’s reimbursement obligation described herein, the Trustee or Servicer shall have a right to reimbursement of any amounts advanced under Section 3.4(c) for the full Nonrecoverable Advance and interest thereon at the Advance Rate. Notwithstanding anything to the contrary contained herein, the total liability of the each Loan Seller shall not exceed an amount equal to its pro rata share (based upon its respective principal balance) of the aggregate Whole Loan obligations. (f) The Each Loan Seller shall have the right to assign the related Repurchased Note; provided that the assignee of the related Repurchased Note shall agree in writing to be bound by the terms of this Agreement. (g) The Servicer and the Special Servicer shall, in connection with their servicing and administrative duties under this Agreement, exercise efforts consistent with the Accepted Servicing Practices to execute and deliver, on behalf of the each Loan Seller as a holder of a pari passu interest in the Whole Loan, any and all documents and instruments necessary to maintain the lien created by the Mortgage or other security document related to the Whole Loan or the Property and related collateral, any and all modifications, waivers, amendments or consents to or with respect to the Loan Documents, and any and all instruments of satisfaction or cancellation, or of full release or discharge, and all other comparable instruments with respect to the related Repurchased Note or related Repurchased Notes and the Property all in accordance with, and subject to, the terms of this Agreement. The Each Loan Seller agrees to furnish, or cause to be furnished, to the Servicer and the Special Servicer any powers of attorney or other documents necessary or appropriate to enable the Servicer or the Special Servicer, as the case may be, to carry out its servicing and administrative duties under this Agreement related to the Whole Loan; provided, however, that the such Loan Seller shall not be liable, and shall be indemnified by the Servicer or the Special Servicer, as applicable, for any negligence with respect to, or misuse of, any such power of attorney by the Servicer or the Special Servicer, as the case may be; and further provided that the Servicer or the Special Servicer, without the written consent of the such Loan Seller, shall not initiate any action in the name of the such Loan Seller without indicating its representative capacity that actually causes the such Loan Seller to be registered to do business in any state. (h) The Each Loan Seller agrees to deliver to the Servicer or the Special Servicer, as applicable the Loan Documents related to the related Repurchased Note or related Repurchased Notes, as applicable, any receipt for release and any court pleadings, requests for trustee’s sale or other documents necessary to the foreclosure or trustee’s sale in respect of the Property or to any legal action or to enforce any other remedies or rights provided by the Note(s) or the Mortgage or otherwise available at law or equity with respect to the related Repurchased Note. The rights granted to the Loan Seller Sellers under this Section 3.29 3.28 shall in all respects be subject to the general rights, indemnification in favor of the Certificate Administrator, Trustee, Servicer and Special Servicer, protections, limitations on liability and immunities granted to the parties in this Agreement (including, but not limited to, Section 6.3) and this Section 3.29 3.28 shall not be construed to limit such indemnification in favor of the Certificate Administrator, Trustee, Servicer and Special Servicer rights, protections, limitations on liability and immunities which shall apply to all the Notes, including the Repurchased Note.

Additional Matters with Respect to the Whole Loan. (a) In the event that only the Loan Seller repurchases one but not all of the Trust Notes (each, a “Repurchased Note”) in accordance with Section 2.7 hereof and Section 8 of the Loan Purchase Agreement: (i) The provisions of this Section 3.29 shall apply with respect to the servicing and administration of the Whole Loan (and the Loan Seller has agreed to such provisions in the Loan Purchase Agreement) until such time as all of the Trust Notes are repurchased or otherwise no longer part of the Trust, and the related successor holders thereof and the Companion Loan Holders have entered into a servicing agreement with respect to the Whole Loan in accordance with the Co-Lender Agreement. (ii) Custody of the respective Loan Documents shall be held exclusively by the Custodian, and record title under the respective Loan Documents shall be held exclusively by the Trustee, on behalf of the Certificateholders, as provided under this Agreement (subject to the rights of the Companion Loan Holders with respect to the Companion Loans), except that the Loan Seller shall hold and retain title to its original Repurchased Note and any related endorsements thereof. (iii) Payments from the Borrower or any other amounts received with respect to each Note shall be collected as provided in this Agreement by the Servicer and shall be applied to each Note in accordance with this Co-Lender Agreement and this Agreement, subject to Section 3.29(a)(iv). Payments or any other amounts received with respect to the related Repurchased Note shall be held in trust by the Servicer for the benefit of the Loan Seller and remitted (net of its pro rata share of any Servicing Fees, Special Servicing Fees, Certificate Administrator Fees (including that portion of the Certificate Administrator Fees that represents the Trustee Fees, which are payable to the Trustee) and any Trust Fund Expenses) to the Loan Seller or its designee by the Servicer on or before each Distribution Date pursuant to instructions provided by the Loan Seller and deposited and applied in accordance with this Agreement, subject to Section 3.29(a)(iv). In the event that the Property becomes Foreclosed Property, payments or any other amounts received with respect to the Whole Loan shall be collected and shall be applied pro rata to each related Note (net of its pro rata share of any Servicing Fees, Special Servicing Fees, Certificate Administrator Fees (including that portion of the Certificate Administrator Fees that represents the Trustee Fees, which are payable to the Trustee), CREFC® Intellectual Property Royalty License Fees, and any other Trust Fund Expenses) based on its respective principal balance, subject to Section 3.29(a)(iv). (iv) In the event that the Servicer or the Special Servicer, as applicable, receives an aggregate payment of less than the aggregate amount due under the Whole Loan at any particular time, the Loan Seller shall be entitled to receive from the Servicer an amount equal to the Loan Seller’s allocable share (based upon its respective principal balance) of such payment as determined in accordance with the terms of the Co-Lender Agreement and this Agreement. All expenses, losses and shortfalls including, without limitation, losses of principal or interest, Advances that have been declared Nonrecoverable Advances, interest on Advances, Special Servicing Fees, Work-out Fees and Liquidation Fees (including any such fees related to the related Notes) and other Trust Fund Expenses, will be allocated between the holders of the Notes in accordance with the Co-Lender lender Agreement, provided, however, such allocation shall not limit the Trustee’s, Certificate Administrator’s, Servicer’s or Special Servicer’s rights to full reimbursement of such expenses, losses and shortfalls under this Agreement. (v) For so long as the Whole Loan shall be serviced by the Servicer or the Special Servicer in accordance with this Agreement, the Servicer or the Special Servicer, as applicable, on behalf of the holders thereof shall administer the Whole Loan consistent with the terms of this Agreement. The Loan Seller shall not be permitted to terminate the Servicer or Special Servicer as servicer or special servicer of the related Repurchased Note. All rights of the mortgagee under the Whole Loan will be exercised by the Servicer or Special Servicer, on behalf of the Trust to the extent of its interest therein, the Companion Loan Holders and on behalf of the Loan Seller to the extent of its interest therein (as a collective whole) in accordance with this Agreement. (vi) Funds collected by the Servicer or the Special Servicer, as applicable, and applied to the Notes shall be deposited and disbursed in accordance with the provisions hereof. Compensation shall be paid to the Trustee, Certificate Administrator, Servicer, Special Servicer and CREFC® with respect to the related Repurchased Note as provided in this Agreement. None of the Trustee, the Certificate Administrator, the Servicer or the Special Servicer shall have any obligation to make any Monthly Payment Advance on the Trust Loan with respect to the related Repurchased Note. The Servicer, Certificate Administrator and the Special Servicer shall have no reporting requirement with respect to the related Repurchased Note other than that the holder of the related Repurchased Note, subject to delivery by such holder of an Investor Certification, shall be entitled to receive any and all reports and have access to any and all information that a Certificateholder would otherwise have under the terms of this Agreement. (vii) If any Note is considered a Specially Serviced Loan, then each Note shall be a Specially Serviced Loan under this Agreement and the Special Servicer shall cause such related Repurchased Note to be specially serviced for the benefit of the Loan Seller in accordance with the terms and provisions set forth in this Agreement and shall be entitled to any Special Servicing Fee, Work-out Fee or Liquidation Fee that would be payable to the Special Servicer under this Agreement. (viii) The Repurchased Note shall not be considered a Trust Note for purposes of exercising any of the consent or consultation provisions of the Co-Lender Agreement but shall be entitled to the consultation rights granted to holders of the Non-Trust A NotesNote. (b) If (A) the Servicer pays any amount to the Loan Seller pursuant hereto in the belief or expectation that a related payment has been made or will be received or collected in connection with any or all of the Notes and (B) such payment is not received or collected by the Servicer, then the Loan Seller will promptly on demand by the Servicer return such amount to the Servicer. If the Servicer determines at any time that any amount received or collected by the Servicer in respect of the Whole Loan must be returned to the Borrower or paid to any other Person or entity pursuant to any insolvency law or otherwise, notwithstanding any other provision of this Agreement, the Servicer shall not be required to distribute any portion thereof to the Loan Seller, and the Loan Seller will promptly on demand by the Servicer repay, which obligation shall survive the termination of this Agreement, any portion thereof that the Servicer may have distributed to the Loan Seller, together with interest thereon at such rate, if any, as the Servicer may pay to the Borrower or such other Person or entity with respect thereto. (c) Subject to this Agreement, the Servicer, or the Special Servicer, as applicable, on behalf of the holders of the Repurchased Note, shall have the exclusive right and obligation to (i) administer, service and make all decisions and determinations regarding the Whole Loan, and (ii) enforce the Loan Documents as provided hereunder. Without limiting the generality of the preceding sentence, the Servicer, or Special Servicer, as applicable, may provide consent to any action or inaction under the Loan Documents, agree to any modification, waiver or amendment of any term of, forgive interest on and principal of, capitalize interest on, permit the release, addition or substitution of collateral securing, and/or permit the release of the Borrower on or any guarantor of the Whole Loan without the consent of the Loan Seller, subject, however, to Section 3.24. (d) In taking or refraining from taking any action permitted hereunder, the Servicer and the Special Servicer shall each be subject to the same degree of care with respect to the administration and servicing of the Whole Loan as is consistent with this Agreement; and shall only be liable to the Loan Seller to the same extent as set forth herein as it is liable to the Trust. (e) In the event that the Trustee or the Servicer has made a Property Protection Advance or an Administrative Advance with respect to the Whole Loan that would otherwise be reimbursable to such advancing party under this Agreement, and such Advance is determined to be a Nonrecoverable Advance, the Loan Seller shall reimburse the Trustee, the Certificate Administrator, the Servicer or the Special Servicer, as applicable, in an amount equal to its pro rata share (based upon its respective principal balance) of such Nonrecoverable Advance and accrued interest thereon at the Advance Rate. To the extent that the Loan Seller reimburses any such Nonrecoverable Advances and such amounts are subsequently recovered by the Trust, the Loan Seller shall receive a reimbursement from such recovery to the same extent. If less than 100% of the Nonrecoverable Advances are reimbursed by or on behalf of the Borrower, the Servicer shall reimburse the Trust and the Loan Seller on a pro rata basis from such amounts received from the Borrower. Notwithstanding anything herein to the contrary, including, but not limited to the Loan Seller’s reimbursement obligation described herein, the Trustee or Servicer shall have a right to reimbursement of any amounts advanced under Section 3.4(c3.4(d) for the full Nonrecoverable Advance and interest thereon at the Advance Rate. Notwithstanding anything to the contrary contained herein, the total liability of the Loan Seller shall not exceed an amount equal to its pro rata share (based upon its respective principal balance) of the aggregate Whole Loan obligations. (f) The Loan Seller shall have the right to assign the related Repurchased Note; provided that the assignee of the related Repurchased Note shall agree in writing to be bound by the terms of this Agreement. (g) The Servicer and the Special Servicer shall, in connection with their servicing and administrative duties under this Agreement, exercise efforts consistent with the Accepted Servicing Practices to execute and deliver, on behalf of the Loan Seller as a holder of a pari passu interest in the Whole Loan, any and all documents and instruments necessary to maintain the lien created by the Mortgage or other security document related to the Whole Loan or the Property and related collateral, any and all modifications, waivers, amendments or consents to or with respect to the Loan Documents, and any and all instruments of satisfaction or cancellation, or of full release or discharge, and all other comparable instruments with respect to the related Repurchased Note or related Repurchased Notes and the Property all in accordance with, and subject to, the terms of this Agreement. The Loan Seller agrees to furnish, or cause to be furnished, to the Servicer and the Special Servicer any powers of attorney or other documents necessary or appropriate to enable the Servicer or the Special Servicer, as the case may be, to carry out its servicing and administrative duties under this Agreement related to the Whole Loan; provided, however, that the Loan Seller shall not be liable, and shall be indemnified by the Servicer or the Special Servicer, as applicable, for any negligence with respect to, or misuse of, any such power of attorney by the Servicer or the Special Servicer, as the case may be; and further provided that the Servicer or the Special Servicer, without the written consent of the Loan Seller, shall not initiate any action in the name of the Loan Seller without indicating its representative capacity that actually causes the Loan Seller to be registered to do business in any state. (h) The Loan Seller agrees to deliver to the Servicer or the Special Servicer, as applicable the Loan Documents related to the related Repurchased Note or related Repurchased Notes, as applicable, any receipt for release and any court pleadings, requests for trustee’s sale or other documents necessary to the foreclosure or trustee’s sale in respect of the Property or to any legal action or to enforce any other remedies or rights provided by the Note(s) or the Mortgage or otherwise available at law or equity with respect to the related Repurchased Note. The rights granted to the Loan Seller under this Section 3.29 shall in all respects be subject to the general rights, indemnification in favor of the Certificate Administrator, Trustee, Servicer and Special Servicer, protections, limitations on liability and immunities granted to the parties in this Agreement (including, but not limited to, Section 6.3) and this Section 3.29 shall not be construed to limit such indemnification in favor of the Certificate Administrator, Trustee, Servicer and Special Servicer rights, protections, limitations on liability and immunities which shall apply to all the Notes, including the Repurchased Note.

Additional Matters with Respect to the Whole Loan. (a) In the event that only the Loan Seller repurchases one but not all of the Trust Notes (each, a “Repurchased Note”) in accordance with Section 2.7 hereof and Section 8 of the Loan Purchase Agreement: (i) The provisions of this Section 3.29 shall apply with respect to the servicing and administration of the Whole Loan (and the Loan Seller has agreed to such provisions in the Loan Purchase Agreement) until such time as all of the Trust Notes are repurchased or otherwise no longer part of the Trust, and the related successor holders thereof and the Companion Loan Holders have entered into a servicing agreement with respect to the Whole Loan in accordance with the Co-Lender Agreement. (ii) Custody of the respective Loan Documents shall be held exclusively by the Custodian, and record title under the respective Loan Documents shall be held exclusively by the Trustee, on behalf of the Certificateholders, as provided under this Agreement (subject to the rights of the Companion Loan Holders with respect to the Companion Loans), except that the Loan Seller shall hold and retain title to its original Repurchased Note and any related endorsements thereof. (iii) Payments from the Borrower or any other amounts received with respect to each Note shall be collected as provided in this Agreement by the Servicer and shall be applied to each Note in accordance with this Co-Lender Agreement and this Agreement, subject to Section 3.29(a)(iv). Payments or any other amounts received with respect to the related Repurchased Note shall be held in trust by the Servicer for the benefit of the Loan Seller and remitted (net of its pro rata share of any Servicing Fees, Special Servicing Fees, Certificate Administrator Fees (including that portion of the Certificate Administrator Fees that represents the Trustee Fees, which are payable to the Trustee) and any Trust Fund Expenses) to the Loan Seller or its designee by the Servicer on or before each Distribution Date pursuant to instructions provided by the Loan Seller and deposited and applied in accordance with this Agreement, subject to Section 3.29(a)(iv). In the event that the Property becomes Foreclosed Property, payments or any other amounts received with respect to the Whole Loan shall be collected and shall be applied pro rata to each related Note (net of its pro rata share of any Servicing Fees, Special Servicing Fees, Certificate Administrator Fees (including that portion of the Certificate Administrator Fees that represents the Trustee Fees, which are payable to the Trustee), CREFC® Intellectual Property Royalty License Fees, and any other Trust Fund Expenses) based on its respective principal balance, subject to Section 3.29(a)(iv). (iv) In the event that the Servicer or the Special Servicer, as applicable, receives an aggregate payment of less than the aggregate amount due under the Whole Loan at any particular time, the Loan Seller shall be entitled to receive from the Servicer an amount equal to the Loan Seller’s allocable share (based upon its respective principal balance) of such payment as determined in accordance with the terms of the Co-Lender Agreement and this Agreement. All expenses, losses and shortfalls including, without limitation, losses of principal or interest, Advances that have been declared Nonrecoverable Advances, interest on Advances, Special Servicing Fees, Work-out Fees and Liquidation Fees (including any such fees related to the related Notes) and other Trust Fund Expenses, will be allocated between the holders of the Notes in accordance with the Co-Lender Agreement, provided, however, such allocation shall not limit the Trustee’s, Certificate Administrator’s, Servicer’s or Special Servicer’s rights to full reimbursement of such expenses, losses and shortfalls under this Agreement. (v) For so long as the Whole Loan shall be serviced by the Servicer or the Special Servicer in accordance with this Agreement, the Servicer or the Special Servicer, as applicable, on behalf of the holders thereof shall administer the Whole Loan consistent with the terms of this Agreement. The Loan Seller shall not be permitted to terminate the Servicer or Special Servicer as servicer or special servicer of the related Repurchased Note. All rights of the mortgagee under the Whole Loan will be exercised by the Servicer or Special Servicer, on behalf of the Trust to the extent of its interest therein, the Companion Loan Holders and on behalf of the Loan Seller to the extent of its interest therein (as a collective whole) in accordance with this Agreement. (vi) Funds collected by the Servicer or the Special Servicer, as applicable, and applied to the Notes shall be deposited and disbursed in accordance with the provisions hereof. Compensation shall be paid to the Trustee, Certificate Administrator, Servicer, Special Servicer and CREFC® with respect to the related Repurchased Note as provided in this Agreement. None of the Trustee, the Certificate Administrator, the Servicer or the Special Servicer shall have any obligation to make any Monthly Payment Advance on the Trust Loan with respect to the related Repurchased Note. The Servicer, Certificate Administrator and the Special Servicer shall have no reporting requirement with respect to the related Repurchased Note other than that the holder of the related Repurchased Note, subject to delivery by such holder of an Investor Certification, shall be entitled to receive any and all reports and have access to any and all information that a Certificateholder would otherwise have under the terms of this Agreement. (vii) If any Note is considered a Specially Serviced Loan, then each Note shall be a Specially Serviced Loan under this Agreement and the Special Servicer shall cause such related Repurchased Note to be specially serviced for the benefit of the Loan Seller in accordance with the terms and provisions set forth in this Agreement and shall be entitled to any Special Servicing Fee, Work-out Fee or Liquidation Fee that would be payable to the Special Servicer under this Agreement. (viii) The Repurchased Note shall not be considered a Trust Note for purposes of exercising any of the consent or consultation provisions of the Co-Lender Agreement but shall be entitled to the consultation rights granted to holders of the Non-Trust A Notes. (b) If (A) the Servicer pays any amount to the Loan Seller pursuant hereto in the belief or expectation that a related payment has been made or will be received or collected in connection with any or all of the Notes and (B) such payment is not received or collected by the Servicer, then the Loan Seller will promptly on demand by the Servicer return such amount to the Servicer. If the Servicer determines at any time that any amount received or collected by the Servicer in respect of the Whole Loan must be returned to the Borrower or paid to any other Person or entity pursuant to any insolvency law or otherwise, notwithstanding any other provision of this Agreement, the Servicer shall not be required to distribute any portion thereof to the Loan Seller, and the Loan Seller will promptly on demand by the Servicer repay, which obligation shall survive the termination of this Agreement, any portion thereof that the Servicer may have distributed to the Loan Seller, together with interest thereon at such rate, if any, as the Servicer may pay to the Borrower or such other Person or entity with respect thereto. (c) Subject to this Agreement, the Servicer, or the Special Servicer, as applicable, on behalf of the holders of the Repurchased Note, shall have the exclusive right and obligation to (i) administer, service and make all decisions and determinations regarding the Whole Loan, and (ii) enforce the Loan Documents as provided hereunder. Without limiting the generality of the preceding sentence, the Servicer, or Special Servicer, as applicable, may provide consent to any action or inaction under the Loan Documents, agree to any modification, waiver or amendment of any term of, forgive interest on and principal of, capitalize interest on, permit the release, addition or substitution of collateral securing, and/or permit the release of the Borrower on or any guarantor of the Whole Loan without the consent of the Loan Seller, subject, however, to Section 3.24. (db) In taking or refraining from taking any action permitted hereunder, the Servicer and the Special Servicer shall each be subject to the same degree of care with respect to the administration and servicing of the Whole Loan as is consistent with this Agreement; and shall only be liable to the Loan Seller to the same extent as set forth herein as it is liable to the Trust. (ec) In the event that the Trustee or the Servicer has made a Property Protection Advance or an Administrative Advance with respect to the Whole Loan that would otherwise be reimbursable to such advancing party under this Agreement, and such Advance is determined to be a Nonrecoverable Advance, the Loan Seller shall reimburse the Trustee, the Certificate Administrator, the Servicer or the Special Servicer, as applicable, in an amount equal to its pro rata share (based upon its respective principal balance) of such Nonrecoverable Advance and accrued interest thereon at the Advance Rate. To the extent that the Loan Seller reimburses any such Nonrecoverable Advances and such amounts are subsequently recovered by the Trust, the Loan Seller shall receive a reimbursement from such recovery to the same extent. If less than 100% of the Nonrecoverable Advances are reimbursed by or on behalf of the Borrower, the Servicer shall reimburse the Trust and the Loan Seller on a pro rata basis from such amounts received from the Borrower. Notwithstanding anything herein to the contrary, including, but not limited to the Loan Seller’s reimbursement obligation described herein, the Trustee or Servicer shall have a right to reimbursement of any amounts advanced under Section 3.4(c3.4(d) for the full Nonrecoverable Advance and interest thereon at the Advance Rate. Notwithstanding anything to the contrary contained herein, the total liability of the Loan Seller shall not exceed an amount equal to its pro rata share (based upon its respective principal balance) of the aggregate Whole Loan obligations. (f) The Loan Seller shall have the right to assign the related Repurchased Note; provided that the assignee of the related Repurchased Note shall agree in writing to be bound by the terms of this Agreement. (g) The Servicer and the Special Servicer shall, in connection with their servicing and administrative duties under this Agreement, exercise efforts consistent with the Accepted Servicing Practices to execute and deliver, on behalf of the Loan Seller as a holder of a pari passu interest in the Whole Loan, any and all documents and instruments necessary to maintain the lien created by the Mortgage or other security document related to the Whole Loan or the Property and related collateral, any and all modifications, waivers, amendments or consents to or with respect to the Loan Documents, and any and all instruments of satisfaction or cancellation, or of full release or discharge, and all other comparable instruments with respect to the related Repurchased Note or related Repurchased Notes and the Property all in accordance with, and subject to, the terms of this Agreement. The Loan Seller agrees to furnish, or cause to be furnished, to the Servicer and the Special Servicer any powers of attorney or other documents necessary or appropriate to enable the Servicer or the Special Servicer, as the case may be, to carry out its servicing and administrative duties under this Agreement related to the Whole Loan; provided, however, that the Loan Seller shall not be liable, and shall be indemnified by the Servicer or the Special Servicer, as applicable, for any negligence with respect to, or misuse of, any such power of attorney by the Servicer or the Special Servicer, as the case may be; and further provided that the Servicer or the Special Servicer, without the written consent of the Loan Seller, shall not initiate any action in the name of the Loan Seller without indicating its representative capacity that actually causes the Loan Seller to be registered to do business in any state. (h) The Loan Seller agrees to deliver to the Servicer or the Special Servicer, as applicable the Loan Documents related to the related Repurchased Note or related Repurchased Notes, as applicable, any receipt for release and any court pleadings, requests for trustee’s sale or other documents necessary to the foreclosure or trustee’s sale in respect of the Property or to any legal action or to enforce any other remedies or rights provided by the Note(s) or the Mortgage or otherwise available at law or equity with respect to the related Repurchased Note. The rights granted to the Loan Seller under this Section 3.29 shall in all respects be subject to the general rights, indemnification in favor of the Certificate Administrator, Trustee, Servicer and Special Servicer, protections, limitations on liability and immunities granted to the parties in this Agreement (including, but not limited to, Section 6.3) and this Section 3.29 shall not be construed to limit such indemnification in favor of the Certificate Administrator, Trustee, Servicer and Special Servicer rights, protections, limitations on liability and immunities which shall apply to all the Notes, including the Repurchased Note.