Common use of Companion Loan Intercreditor Matters Clause in Contracts

Companion Loan Intercreditor Matters. (a) If, pursuant to Section 2.8, or Section 3.16, the Mortgage Loan is, in its entirety, purchased or repurchased from the Trust Fund, the subsequent holder thereof shall be bound by the terms of the Co-Lender Agreement and shall assume the rights and obligations of the holder of the Trust Notes under the Co-Lender Agreement. All portions of the Mortgage File and (to the extent provided under the Mortgage Loan Purchase Agreement) other documents pertaining to the Whole Loan shall be endorsed or assigned to the extent necessary or appropriate to the purchaser of the Mortgage Loan in its capacity as the holder of the Trust Notes (as a result of such purchase, repurchase or substitution) and (except for the original Companion Notes) on behalf of the holders of the Companion Notes. Thereafter, such Mortgage File shall be held by the holder of the Trust Notes or a custodian appointed thereby for the benefit thereof, on behalf of itself and the Companion Loan Holders as their interests appear under the Co-Lender Agreement. If the related servicing file is not already in the possession of such party, it shall be delivered to the master servicer or special servicer, as the case may be, under any separate servicing agreement for the Whole Loan. (b) With respect to any Companion Loan that becomes the subject of an “asset review” (or such analogous term defined in the related Other Pooling and Servicing Agreement) pursuant to the related Other Pooling and Servicing Agreement, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Custodian shall reasonably cooperate with the asset representations reviewer or any other party to the Other Pooling and Servicing Agreement in connection with such asset review by providing the asset representations reviewer or such other requesting party with any documents reasonably requested by the asset representations reviewer or such other requesting party (at the expense of the Mortgage Loan Sellers or requesting party), but only to the extent (i) the requesting party or asset representations reviewer has not been able to obtain such documents from the Mortgage Loan Sellers or a party to the Other Pooling and Servicing Agreement and (ii) such documents are in the possession of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Custodian, as the case may be. For the avoidance of doubt, none of the Servicer, the Special Servicer, the Trustee or the Custodian shall (i) have further obligations for such asset review or be bound by it or (ii) be obligated to provide such documents if providing such documents would, in its reasonable determination, be a violation of this Agreement or the Co-Lender Agreement. (c) Notwithstanding anything in this Agreement to the contrary, but only to the extent required under the Co-Lender Agreement, the Servicer with respect to the Whole Loan when it is not a Specially Serviced Whole Loan or Special Servicer with respect to the Whole Loan when it is a Specially Serviced Whole Loan, as applicable, shall consult with the Companion Loan Holders with respect to any matters with respect to the servicing of the Companion Loans to the extent required under the Co-Lender Agreement. In addition, notwithstanding anything to the contrary, the Servicer or Special Servicer, as applicable, shall deliver reports and notices to each Companion Loan Holder to the extent required under the Co-Lender Agreement. (d) At any time after a Companion Loan has become part of an Other Securitization Trust and provided that the applicable parties hereto have received written notice (which may be by email) thereof including contact information for the master servicer and special servicer with respect to such Other Securitization Trust, all notices, reports, information or other deliverables required to be delivered to the related Companion Loan Holder pursuant to this Agreement or the Co-Lender Agreement shall be delivered to the master servicer and special servicer with respect to such Other Securitization Trust (who then may forward such items to the party entitled to receive such items as and to the extent provided in the related Other Pooling and Servicing Agreement) and, when so delivered to such master servicer and special servicer, the party hereto that is obligated under this Agreement or the Co-Lender Agreement to deliver such notices, reports, information or other deliverables shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Co-Lender Agreement.

Companion Loan Intercreditor Matters. (a) If, pursuant to Section 2.82.9, or Section 3.163.16 of this Agreement, the Mortgage Trust Loan is, in its entirety, purchased or repurchased from the Trust FundTrust, the subsequent holder thereof shall be bound by the terms of the Co-Lender Agreement and shall assume the rights and obligations of the holder of the Notes related to the Trust Notes Loan under the Co-Lender Agreement. All portions of the Mortgage File and (to the extent provided under the Mortgage Loan Purchase Agreement) other documents pertaining to the Whole Trust Loan shall be endorsed or assigned to the extent necessary or appropriate to the purchaser of the Mortgage Trust Loan in its capacity as the holder of the Notes related to the Trust Notes Loan (as a result of such purchase, repurchase or substitution) and (except for the original Companion actual Notes) on behalf of the holders of the Notes that represent the Companion NotesLoan. Thereafter, such Mortgage File shall be held by the holder of the Trust Notes Loan or a custodian appointed thereby for the benefit thereof, on behalf of itself and the Companion Loan Holders as their interests appear under the Co-Lender Agreement. If the related servicing file is not already in the possession of such party, it shall be delivered to the master servicer or special servicer, as the case may be, under any separate servicing agreement for the Whole Mortgage Loan. (b) With respect to any Companion Loan that becomes the subject of an “asset review” (or such analogous term defined in the related Other Pooling and Servicing Agreement) pursuant to the related Other Pooling and Servicing Agreement, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Custodian shall reasonably cooperate with the asset representations reviewer or any other party to the Other Pooling and Servicing Agreement in connection with such asset review by providing the asset representations reviewer or such other requesting party with any documents reasonably requested by the asset representations reviewer or such other requesting party (at the expense of the Mortgage Loan Sellers or requesting party), but only to the extent (i) the requesting party or asset representations reviewer has not been able to obtain such documents from the Mortgage Loan Sellers or a party to the Other Pooling and Servicing Agreement and (ii) such documents are in the possession of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Custodian, as the case may be. For the avoidance of doubt, none of the Servicer, the Special Servicer, the Trustee or the Custodian shall (i) have further obligations for such asset review or be bound by it or (ii) be obligated to provide such documents if providing such documents would, in its reasonable determination, be a violation of this Agreement or the Co-Lender Agreement. (c) Notwithstanding anything in this Agreement to the contrary, but only to the extent required under the Co-Lender Agreement, the Servicer with respect to the Whole Loan when it is not a Specially Serviced Whole Loan or Special Servicer with respect to the Whole Loan when it is a Specially Serviced Whole Loan, as applicable, shall consult with the Companion Loan Holders with respect to any matters with respect to the servicing of the Companion Loans to the extent required under the Co-Lender Agreement. In addition, notwithstanding anything to the contrary, the Servicer or Special Servicer, as applicable, shall deliver reports and notices to each Companion Loan Holder to the extent required under the Co-Lender Agreement. (c) [Reserved]. (d) At any time after a the Companion Loan has become part of an Other Securitization Trust and provided that the applicable parties hereto have received written notice (which may be by email) thereof including contact information for the master servicer and special servicer with respect to such Other Securitization Trust, all notices, reports, information or other deliverables required to be delivered to the related Companion Loan Holder Holders pursuant to this Agreement or the Co-Lender Agreement shall be delivered to the master servicer and special servicer with respect to such Other Securitization Trust (who then may forward such items to the party entitled to receive such items as and to the extent provided in the related Other Pooling and Servicing Agreement) and, when so delivered to such master servicer and special servicer, the party hereto that is obligated under this Agreement or the Co-Lender Agreement to deliver such notices, reports, information or other deliverables shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Co-Lender Agreement.

Companion Loan Intercreditor Matters. (a) If, pursuant to Section 2.8, or Section 3.163.16 of this Agreement, the Mortgage Trust Loan is, in its entirety, purchased or repurchased from the Trust Fund, the subsequent holder thereof shall be bound by the terms of the Co-Lender Agreement and shall assume the rights and obligations of the holder of the Notes related to the Trust Notes Loan under the Co-Lender Agreement. All portions of the Mortgage File and (to the extent provided under the Mortgage Loan Purchase Agreement) other documents pertaining to the Whole Trust Loan shall be endorsed or assigned to the extent necessary or appropriate to the purchaser of the Mortgage Trust Loan in its capacity as the holder of the Notes related to the Trust Notes Loan (as a result of such purchase, repurchase or substitution) and (except for the original Companion actual Notes) on behalf of the holders of the Note that represents the Companion NotesLoan. Thereafter, such Mortgage File shall be held by the holder of the Trust Notes Loan or a custodian appointed thereby for the benefit thereof, on behalf of itself and the Companion Loan Holders Holder as their interests appear under the Co-Lender Agreement. If the related servicing file is not already in the possession of such party, it shall be delivered to the master servicer or special servicer, as the case may be, under any separate servicing agreement for the Whole Loan. (b) With respect to any Companion Loan that becomes the subject of an “asset review” (or such analogous term defined in the related Other Pooling and Servicing Agreement) pursuant to the related Other Pooling and Servicing Agreement, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Custodian shall reasonably cooperate with the asset representations reviewer or any other party to the Other Pooling and Servicing Agreement in connection with such asset review by providing the asset representations reviewer or such other requesting party with any documents reasonably requested by the asset representations reviewer or such other requesting party (at the expense of the Mortgage Loan Sellers or requesting party), but only to the extent (i) the requesting party or asset representations reviewer has not been able to obtain such documents from the Mortgage Loan Sellers or a party to the Other Pooling and Servicing Agreement and (ii) such documents are in the possession of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Custodian, as the case may be. For the avoidance of doubt, none of the Servicer, the Special Servicer, the Trustee or the Custodian shall (i) have further obligations for such asset review or be bound by it or (ii) be obligated to provide such documents if providing such documents would, in its reasonable determination, be a violation of this Agreement or the Co-Lender Agreement. (c) Notwithstanding anything in this Agreement to the contrary, but only to the extent required under the Co-Lender Agreement, the Servicer with respect to the Whole Loan when it is not a Specially Serviced Whole Loan or Special Servicer with respect to the Whole Loan when it is a Specially Serviced Whole LoanServicer, as applicable, shall consult with the Companion Loan Holders Holder with respect to any matters with respect to the servicing of the such Companion Loans Loan to the extent required under the Co-Lender Agreement. In addition, notwithstanding anything to the contrary, the Servicer or Special Servicer, as applicable, shall deliver reports and notices to each Companion Loan Holder to the extent required under the Co-Lender Agreement. (d) At any time after a Companion Loan has become part of an Other Securitization Trust and provided that the applicable parties hereto have received written notice (which may be by email) thereof including contact information for the master servicer and special servicer with respect to such Other Securitization Trust, all notices, reports, information or other deliverables required to be delivered to the related Companion Loan Holder pursuant to this Agreement or the Co-Lender Agreement shall be delivered to the master servicer and special servicer with respect to such Other Securitization Trust (who then may forward such items to the party entitled to receive such items as and to the extent provided in the related Other Pooling and Servicing Agreement) and, when so delivered to such master servicer and special servicer, the party hereto that is obligated under this Agreement or the Co-Lender Agreement to deliver such notices, reports, information or other deliverables shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Co-Lender Agreement.

Companion Loan Intercreditor Matters. (a) If, pursuant to Section 2.82.6, or Section 3.163.16 of this Agreement, the Mortgage Trust Loan is, in its entirety, purchased or repurchased from the Trust Fund, the subsequent holder thereof shall be bound by the terms of the Co-Lender Agreement and shall assume the rights and obligations of the holder of the Trust Notes Note under the Co-Lender Agreement. All portions of the Mortgage Loan File and (to the extent provided under the Mortgage Trust Loan Purchase Agreement) other documents pertaining to the Whole Trust Loan shall be endorsed or assigned to the extent necessary or appropriate to the purchaser of the Mortgage Trust Loan in its capacity as the holder of the Trust Notes (as a result of such purchase, repurchase or substitution) and (except for the original Companion actual Trust Notes) on behalf of the holders of the Companion Loan Notes. Thereafter, such Mortgage Loan File shall be held by the holder of the Trust Notes or a custodian appointed thereby for the benefit thereof, on behalf of itself and the Companion Loan Holders as their interests appear under the Co-Lender Agreement. If the related servicing file is not already in the possession of such party, it shall be delivered to the master servicer or special servicer, as the case may be, under any separate servicing agreement for the Whole Mortgage Loan. (b) With respect to any Companion Loan that becomes the subject of an “asset review” (or such analogous term defined in the related Other Pooling and Servicing Agreement) pursuant to the related Other Pooling and Servicing Agreement, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Custodian shall reasonably cooperate with the asset representations reviewer or any other party to the Other Pooling and Servicing Agreement in connection with such asset review by providing the asset representations reviewer or such other requesting party with any documents reasonably requested by the asset representations reviewer or such other requesting party (at the expense of the Mortgage Loan Sellers or requesting party), but only to the extent (i) the requesting party or asset representations reviewer has not been able to obtain such documents from the Mortgage Loan Sellers or a party to the Other Pooling and Servicing Agreement and (ii) such documents are in the possession of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Custodian, as the case may be. For the avoidance of doubt, none of the Servicer, the Special Servicer, the Trustee or the Custodian shall (i) have further obligations for such asset review or be bound by it or (ii) be obligated to provide such documents if providing such documents would, in its reasonable determination, be a violation of this Agreement or the Co-Lender Agreement. (c) Notwithstanding anything in this Agreement to the contrary, but only to the extent required under the Co-Lender Agreement, the Servicer with respect to the Whole Loan when it is not a Specially Serviced Whole Loan or Special Servicer with respect to the Whole Loan when it is a Specially Serviced Whole LoanServicer, as applicable, shall consult with the Companion Loan Holders with respect to any matters with respect to the servicing of the Companion Loans to the extent required under the Co-Lender Agreement. In addition, notwithstanding anything to the contrary, the Servicer or Special Servicer, as applicable, shall deliver reports and notices to each the Companion Loan Holder Holders to the extent required under the Co-Lender Agreement. (c) [Reserved]. (d) At any time after a any Companion Loan has become part of an Other Securitization Trust and provided that the applicable parties hereto have received written notice (which may be by email) thereof including contact information for the master servicer and special servicer with respect to such Other Securitization Trust, all notices, reports, information or other deliverables required to be delivered to the related such Companion Loan Holder pursuant to this Agreement or the Co-Lender Agreement shall be delivered to the master servicer and special servicer with respect to such Other Securitization Trust (who then may forward such items to the party entitled to receive such items as and to the extent provided in the related Other Pooling and Servicing Agreement) and, when so delivered to such master servicer and special servicer, the party hereto that is obligated under this Agreement or the Co-Lender Agreement to deliver such notices, reports, information or other deliverables shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Co-Lender Agreement.

Companion Loan Intercreditor Matters. (a) If, pursuant to Section 2.82.03, Section 3.17 or Section 3.169.01 of this Agreement, the any Mortgage Loan isthat relates to a Whole Loan is purchased from, in its entirety, purchased or repurchased from or substituted out of, the Trust Fund, the subsequent holder thereof shall be bound by the terms of the Co-Lender Agreement and shall assume the rights and obligations of the holder of the Trust Notes note that represents the related Mortgage Loan under the such Co-Lender Agreement. All portions of the related Mortgage File and (to the extent provided under the Mortgage related Loan Purchase Agreement) other documents pertaining to the Whole such Mortgage Loan shall be endorsed or assigned to the extent necessary or appropriate to the purchaser of the such Mortgage Loan in its capacity as the holder of the Trust Notes Note that represents the related Mortgage Loan (as a result of such purchase, repurchase or substitution) and (except for the original Companion Notesactual Note) on behalf of the holders holder of the Note that represents the Companion NotesLoan. Thereafter, such Mortgage File shall be held by the holder of the Trust Notes Note that represents the related Mortgage Loan or a custodian appointed thereby for the benefit thereof, on behalf of itself and the holder of the related Companion Loan Holders as their interests appear under the Co-Lender Agreement. If the related servicing file Servicing File is not already in the possession of such party, it shall be delivered to the master servicer or special servicer, as the case may be, under any separate servicing agreement for the Whole LoanLoans. (b) With respect to each Companion Loan, notwithstanding any rights the Operating Advisor or the Controlling Class Representative hereunder may have to consult with respect to any action or other matter with respect to the servicing of such Companion Loan, to the extent the related Co-Lender Agreement provides that such right is exercisable by the related Companion Loan that becomes Holder or is exercisable in conjunction with any related Companion Loan Holder or its Companion Loan Holder Representative, then (i) neither the subject of an “asset review” Operating Advisor nor the Controlling Class Representative shall be permitted to exercise such right or, (or such analogous term defined ii) to the extent provided in the related Other Pooling and Servicing Agreement) pursuant to the related Other Pooling and Servicing Agreement, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Custodian shall reasonably cooperate with the asset representations reviewer or any other party to the Other Pooling and Servicing Agreement in connection with such asset review by providing the asset representations reviewer or such other requesting party with any documents reasonably requested by the asset representations reviewer or such other requesting party (at the expense of the Mortgage Loan Sellers or requesting party), but only to the extent (i) the requesting party or asset representations reviewer has not been able to obtain such documents from the Mortgage Loan Sellers or a party to the Other Pooling and Servicing Agreement and (ii) such documents are in the possession of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Custodian, as the case may be. For the avoidance of doubt, none of the Servicer, the Special Servicer, the Trustee or the Custodian shall (i) have further obligations for such asset review or be bound by it or (ii) be obligated to provide such documents if providing such documents would, in its reasonable determination, be a violation of this Agreement or the Co-Lender Agreement. (c) Notwithstanding , the Operating Advisor or the Controlling Class Representative, as applicable, shall be required to exercise such right in conjunction with any related Companion Loan Holder or its Companion Loan Holder Representative, as applicable. Additionally, notwithstanding anything in this Agreement to the contrary, but only to the extent required under the Co-Lender Agreement, the Master Servicer with respect to the Whole Loan when it is not a Specially Serviced Whole Loan or Special Servicer with respect to the Whole Loan when it is a Specially Serviced Whole LoanServicer, as applicable, shall consult with with, seek the approval of, or obtain the consent of, the holder of any Companion Loan Holders or its Companion Loan Holder Representative with respect to any matters with respect to the servicing of the such Companion Loans Loan to the extent required under the related Co-Lender AgreementAgreement and shall not take such actions requiring consent of or consultation with the Companion Loan Holder or its Companion Loan Holder Representative without such consent or consultation. In addition, notwithstanding anything to the contrary, the Master Servicer or Special Servicer, as applicable, shall deliver reports and notices to each the Companion Loan Holder to the extent as required under the Co-Lender Agreement. (dc) At any time after With respect to each Whole Loan, the Master Servicer shall prepare, or cause to be prepared, on an ongoing basis a Companion statement setting forth, to the extent applicable to such Whole Loan: (i) (A) the amount of the distribution from the related Whole Loan has become part Custodial Account allocable to principal and (B) separately identifying the amount of an Other Securitization Trust scheduled principal payments, balloon payments, principal prepayments made at the option of the Mortgagor or other principal prepayments (specifying the reason therefor), net liquidation proceeds and provided that the applicable parties hereto have received written notice (which may be by email) thereof including contact foreclosure proceeds included therein and information for the master servicer and special servicer on distributions made with respect to such Other Securitization Trust, all notices, reports, information or other deliverables required the related Whole Loan; (ii) the amount of the distribution from the related Whole Loan Custodial Account allocable to be delivered interest and the amount of Default Interest allocable to the related Whole Loan; (iii) the amount of the distribution to the related Companion Loan Holder, separately identifying the non-default interest, principal and other amounts included therein, and if the distribution to a Companion Loan Holder is less than the full amount that would be distributable to such Companion Loan Holder if there were sufficient amounts available therefor, the amount of the shortfall and the allocation thereof between interest and principal and the amount of the shortfall, if any, under the related Whole Loan; (iv) the principal balance of each of the related Whole Loan and related Companion Loan after giving effect to the distribution of principal on the most recent Distribution Date; and (v) the amount of the servicing fees paid to the Master Servicer and the Special Servicer with respect to the most recent Distribution Date, showing separately the Servicing Fee, the Special Servicing Fee, the Workout Fee and the Liquidation Fee. Not later than each Distribution Date, the Master Servicer shall make the foregoing statement available to the Companion Loan Holder by electronic means. (d) Notwithstanding anything in this Agreement to the contrary, the Special Servicer shall be required (i) to provide copies of any notice, information and report that it is required to provide to the Controlling Class Representative pursuant to this Agreement or the Co-Lender Agreement shall be delivered to the master servicer and special servicer with respect to such Other Securitization Trust any Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating to a Whole Loan, to any related Companion Loan Holder (who then may forward or its Companion Loan Holder Representative), within the same time frame it is required to provide to the Controlling Class Representative (for this purpose, without regard to whether such items are actually required to be provided to the party entitled Controlling Class Representative under this Agreement due to receive such items as the occurrence of a Control Termination Event or a Consultation Termination Event) and (ii) to consult with any related Companion Loan Holder (or its Companion Loan Holder Representative) on a strictly non-binding basis, to the extent provided in the related Other Pooling and Servicing Agreement) and, when so delivered to such master servicer and special servicer, the party hereto that is obligated under this Agreement or the Co-Lender Agreement to deliver having received such notices, information and reports, such related Companion Loan Holder (or its Companion Loan Holder Representative) requests consultation with respect to any such Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating to the related Whole Loan, and consider alternative actions recommended by such related Companion Loan Holder (or its Companion Loan Holder Representative); provided that after the expiration of a period of ten (10) Business Days from the delivery to such related Companion Loan Holder (or its Companion Loan Holder Representative) by the Special Servicer of written notice of a proposed action, together with copies of the notice, information and report required to be provided to the Controlling Class Representative, the Special Servicer shall no longer be obligated to consult with such related Companion Loan Holder (or other deliverables its Companion Loan Holder Representative), whether or not such related Companion Loan Holder (or its Companion Loan Holder Representative) has responded within such ten (10) Business Day period (unless, the Special Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period shall be deemed to have satisfied begin anew from the date of such proposal and delivery of all information relating thereto). Notwithstanding the consultation rights of any related Companion Loan Holder (or its delivery obligations Companion Loan Holder Representative) set forth in the immediately preceding sentence, the Special Servicer may make any Major Decision or take any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period if the Special Servicer determines that immediate action with respect thereto is necessary to such items hereunder protect the interests of the Certificateholders and the related Companion Loan Holder. In no event shall the Special Servicer be obligated at any time to follow or under take any alternative actions recommended by any related Companion Loan Holder (or its Companion Loan Holder Representative). (e) In addition to the Co-Lender Agreementconsultation rights of a Companion Loan Holder (or its Companion Loan Holder Representative) provided in the immediately preceding paragraph, a Companion Loan Holder shall have the right to attend (in person or telephonically) annual meetings with the Special Servicer at the offices of the Special Servicer upon reasonable notice and at times reasonably acceptable to the Special Servicer in which servicing issues related to the related Whole Loan are discussed.

Companion Loan Intercreditor Matters. (a) If, pursuant to Section 2.8, or Section 3.163.16 of this Agreement, the Mortgage Trust Loan is, in its entirety, purchased or repurchased from the Trust FundTrust, the subsequent holder thereof shall be bound by the terms of the Co-Co- Lender Agreement and shall assume the rights and obligations of the holder of the Notes related to the Trust Notes Loan under the Co-Lender Agreement. All portions of the Mortgage File and (to the extent provided under the Mortgage Loan Purchase Agreement) other documents pertaining to the Whole Trust Loan shall be endorsed or assigned to the extent necessary or appropriate to the purchaser of the Mortgage Trust Loan in its capacity as the holder of the Notes related to the Trust Notes Loan (as a result of such purchase, repurchase or substitution) and (except for the original Companion actual Notes) on behalf of the holders of the Notes that represent the Companion NotesLoans. Thereafter, such Mortgage File shall be held by the holder of the Trust Notes Loan or a custodian appointed thereby for the benefit thereof, on behalf of itself and the Companion Loan Holders as their interests appear under the Co-Lender Agreement. If the related servicing file is not already in the possession of such party, it shall be delivered to the master servicer or special servicer, as the case may be, under any separate servicing agreement for the Whole Loan. (b) With respect to any Companion Loan that becomes the subject of an “asset review” (or such analogous term defined in the related Other Pooling and Servicing Agreement) pursuant to the related Other Pooling and Servicing Agreement, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Custodian shall reasonably cooperate with the asset representations reviewer or any other party to the Other Pooling and Servicing Agreement in connection with such asset review by providing the asset representations reviewer or such other requesting party with any documents reasonably requested by the asset representations reviewer or such other requesting party (at the expense of the Mortgage Loan Sellers or requesting party), but only to the extent (i) the requesting party or asset representations reviewer has not been able to obtain such documents from the Mortgage Loan Sellers or a party to the Other Pooling and Servicing Agreement and (ii) such documents are in the possession of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Custodian, as the case may be. For the avoidance of doubt, none of the Servicer, the Special Servicer, the Trustee or the Custodian shall (i) have further obligations for such asset review or be bound by it or (ii) be obligated to provide such documents if providing such documents would, in its reasonable determination, be a violation of this Agreement or the Co-Lender Agreement. (c) Notwithstanding anything in this Agreement to the contrary, but only to the extent required under the Co-Lender Agreement, the Servicer with respect to the Whole Loan when it is not a Specially Serviced Whole Loan or Special Servicer with respect to the Whole Loan when it is a Specially Serviced Whole Loan, as applicable, shall consult with the Companion Loan Holders with respect to any matters with respect to the servicing of the Companion Loans to the extent required under the Co-Lender Agreement. In addition, notwithstanding anything to the contrary, the Servicer or Special Servicer, as applicable, shall deliver reports and notices to each Companion Loan Holder to the extent required under the Co-Lender Agreement. (c) With respect to the Whole Loan, the Servicer shall prepare, or cause to be prepared, on an ongoing basis, a statement setting forth, to the extent applicable to the Whole Loan: (i) (A) the amount of the distribution from the Collection Account allocable to principal and (B) separately identifying the amount of scheduled principal payments, Balloon Payments, principal prepayments made at the option of the Loan Borrower or other principal prepayments (specifying the reason therefor), net liquidation proceeds and foreclosure proceeds included therein and information on distributions made with respect to the Whole Loan; (ii) the amount of the distribution from the Collection Account allocable to interest and the amount of Default Interest allocable to the Whole Loan; (iii) the amount of the distribution to the Companion Loan Holders, separately identifying the non-default interest, principal and other amounts included therein, and if the distribution to the Companion Loan Holders is less than the full amount that would be distributable to such Companion Loan Holders if there were sufficient amounts available therefor, the amount of the shortfall and the allocation thereof between interest and principal and the amount of the shortfall, if any, under the Whole Loan; (iv) the principal balance of each of the Whole Loan and the Companion Loans after giving effect to the distribution of principal as of the end of the related Collection Period; and (v) the amount of the servicing compensation paid to the Servicer and the Special Servicer with respect to the most recent Distribution Date, showing separately the Servicing Fee, the Special Servicing Fee, the Workout Fee and the Liquidation Fee. Not later than each Remittance Date, the Servicer shall make the foregoing statement available to the Companion Loan Holder by electronic means. (d) At any time after a Companion Loan has become part of an Other Securitization Trust and provided that the applicable parties hereto have received written notice (which may be by email) thereof including contact information for the master servicer and special servicer with respect to such Other Securitization Trust, all notices, reports, information or other deliverables required to be delivered to the related Companion Loan Holder Holders pursuant to this Agreement or the Co-Lender Agreement shall be delivered to the master servicer and special servicer with respect to such Other Securitization Trust (who then may forward such items to the party entitled to receive such items as and to the extent provided in the related Other Pooling and Servicing Agreement) and, when so delivered to such master servicer and special servicer, the party hereto that is obligated under this Agreement or the Co-Lender Agreement to deliver such notices, reports, information or other deliverables shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Co-Lender Agreement.

Companion Loan Intercreditor Matters. (a) If, pursuant to Section 2.82.7, or Section 3.163.16 of this Agreement, the Mortgage Trust Loan is, in its entirety, purchased or repurchased from the Trust Fund, the subsequent holder thereof shall be bound by the terms of the Co-Lender Agreement and shall assume the rights and obligations of the holder of the Trust Notes under the Co-Lender Agreement. All portions of the Mortgage File and (to the extent provided under the Mortgage Loan Purchase Agreement) other documents pertaining to the Whole Trust Loan shall be endorsed or assigned to the extent necessary or appropriate to the purchaser of the Mortgage Trust Loan in its capacity as the holder of the Trust Notes (as a result of such purchase, repurchase or substitution) and (except for the original Companion actual Trust Notes) on behalf of the holders of the Senior Pari Passu Non-Trust Notes that evidence the Senior Pari Passu Companion NotesLoans. Thereafter, such Mortgage File shall be held by the holder of the Trust Notes or a custodian appointed thereby for the benefit thereof, on behalf of itself and the Senior Pari Passu Companion Loan Holders as their interests appear under the Co-Lender Agreement. If the related servicing file is not already in the possession of such party, it shall be delivered to the master servicer or special servicer, as the case may be, under any separate servicing agreement for the Whole Mortgage Loan. (b) With respect to any a Senior Pari Passu Companion Loan that becomes the subject of an “asset review” (or such analogous term defined in the related Other Companion Loan Pooling and Servicing Agreement) pursuant to the related Other Companion Loan Pooling and Servicing Agreement, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Custodian shall reasonably cooperate with the asset representations reviewer or any other party to the Other Companion Loan Pooling and Servicing Agreement in connection with such asset review by providing the asset representations reviewer or such other requesting party with any documents reasonably requested by the asset representations reviewer or such other requesting party (at the expense of the Mortgage Loan Sellers or requesting party), but only to the extent (i) the requesting party or asset representations reviewer has not been able to obtain such documents from the Mortgage Loan Sellers or a party to the Other Companion Loan Pooling and Servicing Agreement and (ii) such documents are in the possession of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Custodian, as the case may be. For the avoidance of doubt, none of the Servicer, the Special Servicer, the Trustee Trustee, the Certificate Administrator or the Custodian shall (i) have further obligations for such asset review or be bound by it the related Companion Loan Pooling and Servicing Agreement or shall (ii) be obligated to provide such documents if providing such documents would, in its reasonable determination, be a violation of this Agreement or the Co-Lender Agreement. (c) Notwithstanding anything in this Agreement to the contrary, but only to the extent required under the Co-Lender Agreement, the Servicer with respect to the Whole Loan when it is not a Specially Serviced Whole Loan or Special Servicer with respect to the Whole Loan when it is a Specially Serviced Whole LoanServicer, as applicable, shall consult with the Senior Pari Passu Companion Loan Holders with respect to any matters with respect to the servicing of the Senior Pari Passu Companion Loans to the extent required under the Co-Lender Agreement. In addition, notwithstanding anything to the contrary, the The Servicer or Special Servicer, as applicable, shall deliver reports and notices to each the Senior Pari Passu Companion Loan Holder Holders to the extent required under the Co-Lender Agreement. (d) The Servicer shall prepare, or cause to be prepared, on an ongoing basis, a statement setting forth: (i) the amount of the distribution from the Collection Account allocable to principal, separately identifying the amount of balloon payments, principal prepayments made at the option of the Borrower or other principal prepayments (specifying the reason therefor), net liquidation proceeds and foreclosure proceeds included therein and information on distributions made with respect to the Mortgage Loan; (ii) the amount of the distribution from the Collection Account allocable to interest and the amount of interest at the Default Rate actually received with respect to the Mortgage Loan; (iii) the amount of the distribution to the Senior Pari Passu Companion Loan Holders, separately identifying the non-default interest, principal and other amounts included therein, and if the distribution to the Senior Pari Passu Companion Loan Holders is less than the full amount that would be distributable to such Senior Pari Passu Companion Loan Holders if there were sufficient amounts available therefor, the amount of the shortfall and the allocation thereof between interest and principal and the amount of the shortfall, if any, under the Mortgage Loan; (iv) the principal balance of each Note after giving effect to the distribution of principal as of the end of the related Collection Period; and (v) the amount of the servicing compensation paid to the Servicer and the Special Servicer with respect to the most recent Distribution Date, showing separately the Servicing Fee, the Special Servicing Fee, the Work-out Fee and the Liquidation Fee. Not later than each Remittance Date, the Servicer shall make the foregoing statement available to the Senior Pari Passu Companion Loan Holders by electronic means. (e) At any time after that a Senior Pari Passu Companion Loan is included as an asset of a Companion Loan has become part of an Other Securitization Trust and provided that the applicable parties hereto have received written notice (which may be by email) thereof including contact information for the master servicer and special servicer with respect to such Other Companion Loan Securitization Trust, all notices, reports, information or other deliverables required to be delivered to the related Senior Pari Passu Companion Loan Holder pursuant to this Agreement or the Co-Lender Agreement shall be delivered to the master servicer and special servicer with respect to of such Other Companion Loan Securitization Trust (who then may forward such items to the party entitled to receive such items as and to the extent provided in the related Other Companion Loan Pooling and Servicing Agreement) and, when so delivered to such master servicer and special servicer, the party hereto that is obligated under this Agreement or the Co-Lender Agreement to deliver such notices, reports, information or other deliverables shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Co-Lender Agreement.

Companion Loan Intercreditor Matters. (a) If, pursuant to Section 2.82.9, or Section 3.163.16 of this Agreement, the Mortgage Trust Loan is, in its entirety, purchased or repurchased from the Trust FundTrust, the subsequent holder thereof shall be bound by the terms of the Co-Lender Agreement and shall assume the rights and obligations of the holder of the Notes related to the Trust Notes Loan under the Co-Lender Agreement. All portions of the Mortgage File and (to the extent provided under the Mortgage Loan Purchase Agreement) other documents pertaining to the Whole Trust Loan shall be endorsed or assigned to the extent necessary or appropriate to the purchaser of the Mortgage Trust Loan in its capacity as the holder of the Notes related to the Trust Notes Loan (as a result of such purchase, repurchase or substitution) and (except for the original Companion actual Notes) on behalf of the holders of the Notes that represent the Companion NotesLoans. Thereafter, such Mortgage File shall be held by the holder of the Trust Notes Loan or a custodian appointed thereby for the benefit thereof, on behalf of itself and the Companion Loan Holders as their interests appear under the Co-Lender Agreement. If the related servicing file is not already in the possession of such party, it shall be delivered to the master servicer or special servicer, as the case may be, under any separate servicing agreement for the Whole Loan. (b) With respect to any Companion Loan that becomes the subject of an “asset review” (or such analogous term defined in the related Other Pooling and Servicing Agreement) pursuant to the related Other Pooling and Servicing Agreement, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Custodian shall reasonably cooperate with the asset representations reviewer or any other party to the Other Pooling and Servicing Agreement in connection with such asset review by providing the asset representations reviewer or such other requesting party with any documents reasonably requested by the asset representations reviewer or such other requesting party (at the expense of the Mortgage Loan Sellers or requesting party), but only to the extent (i) the requesting party or asset representations reviewer has not been able to obtain such documents from the Mortgage Loan Sellers or a party to the Other Pooling and Servicing Agreement and (ii) such documents are in the possession of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Custodian, as the case may be. For the avoidance of doubt, none of the Servicer, the Special Servicer, the Trustee or the Custodian shall (i) have further obligations for such asset review or be bound by it or (ii) be obligated to provide such documents if providing such documents would, in its reasonable determination, be a violation of this Agreement or the Co-Lender Agreement. (c) Notwithstanding anything in this Agreement to the contrary, but only to the extent required under the Co-Lender Agreement, the Servicer with respect to the Whole Loan when it is not a Specially Serviced Whole Loan or Special Servicer with respect to the Whole Loan when it is a Specially Serviced Whole Loan, as applicable, shall consult with the Companion Loan Holders with respect to any matters with respect to the servicing of the Companion Loans to the extent required under the Co-Lender Agreement. In addition, notwithstanding anything to the contrary, the Servicer or Special Servicer, as applicable, shall deliver reports and notices to each Companion Loan Holder to the extent required under the Co-Lender Agreement. (c) With respect to the Whole Loan, the Servicer shall prepare, or cause to be prepared, on an ongoing basis, a statement setting forth, to the extent applicable to the Whole Loan: (i) (A) the amount of the distribution from the Collection Account allocable to principal and (B) separately identifying the amount of scheduled principal payments, Balloon Payments, principal prepayments made at the option of the Loan Borrower or other principal prepayments (specifying the reason therefor), net liquidation proceeds and foreclosure proceeds included therein and information on distributions made with respect to the Whole Loan; (ii) the amount of the distribution from the Collection Account allocable to interest and the amount of Default Interest allocable to the Whole Loan; (iii) the amount of the distribution to the Companion Loan Holders, separately identifying the non-default interest, principal and other amounts included therein, and if the distribution to the Companion Loan Holders is less than the full amount that would be distributable to such Companion Loan Holders if there were sufficient amounts available therefor, the amount of the shortfall and the allocation thereof between interest and principal and the amount of the shortfall, if any, under the Whole Loan; (iv) the principal balance of each of the Whole Loan and the Companion Loans after giving effect to the distribution of principal as of the end of the related Collection Period; and (v) the amount of the servicing compensation paid to the Servicer and the Special Servicer with respect to the most recent Distribution Date, showing separately the Servicing Fee, the Special Servicing Fee, the Work-out Fee and the Liquidation Fee. Not later than each Remittance Date, the Servicer shall make the foregoing statement available to the Companion Loan Holder by electronic means. (d) At any time after a Companion Loan has become part of an Other Securitization Trust and provided that the applicable parties hereto have received written notice (which may be by email) thereof including contact information for the master servicer and special servicer with respect to such Other Securitization Trust, all notices, reports, information or other deliverables required to be delivered to the related Companion Loan Holder Holders pursuant to this Agreement or the Co-Lender Agreement shall be delivered to the master servicer and special servicer with respect to such Other Securitization Trust (who then may forward such items to the party entitled to receive such items as and to the extent provided in the related Other Pooling and Servicing Agreement) and, when so delivered to such master servicer and special servicer, the party hereto that is obligated under this Agreement or the Co-Lender Agreement to deliver such notices, reports, information or other deliverables shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Co-Lender Agreement.

Companion Loan Intercreditor Matters. (a) If, pursuant to Section 2.82.03, Section 3.17 or Section 3.169.01 of this Agreement, the any Mortgage Loan isthat relates to a Whole Loan is purchased from, in its entirety, purchased or repurchased from or substituted out of, the Trust Fund, the subsequent holder thereof shall be bound by the terms of the Co-Lender Intercreditor Agreement and shall assume the rights and obligations of the holder of the Trust Notes note that represents the related Mortgage Loan under the Co-Lender such Intercreditor Agreement. All portions of the related Mortgage File and (to the extent provided under the Mortgage related Loan Purchase Agreement) other documents pertaining to the Whole such Mortgage Loan shall be endorsed or assigned to the extent necessary or appropriate to the purchaser of the such Mortgage Loan in its capacity as the holder of the Trust Notes Note that represents the related Mortgage Loan (as a result of such purchase, repurchase or substitution) and (except for the original Companion Notesactual Note) on behalf of the holders holder of the Note that represents the Companion NotesLoan. Thereafter, such Mortgage File shall be held by the holder of the Trust Notes Note that represents the related Mortgage Loan or a custodian appointed thereby for the benefit thereof, on behalf of itself and the holder of the related Companion Loan Holders as their interests appear under the Co-Lender Intercreditor Agreement. If the related servicing file Servicing File is not already in the possession of such party, it shall be delivered to the master servicer or special servicer, as the case may be, under any separate servicing agreement for the Whole Loan. (b) With respect to each Companion Loan, notwithstanding any rights the Operating Advisor or the Controlling Class Representative hereunder may have to consult with respect to any action or other matter with respect to the servicing of such Companion Loan, to the extent the Intercreditor Agreement provides that such right is exercisable by the related Companion Loan that becomes Holder or is exercisable in conjunction with any related Companion Loan Holder, the subject of an “asset review” (or Controlling Class Representative shall not be permitted to exercise such analogous term defined right or, to the extent provided in the related Other Pooling and Servicing Agreement) pursuant to the related Other Pooling and Servicing Intercreditor Agreement, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Custodian shall reasonably cooperate with the asset representations reviewer or any other party be required to the Other Pooling and Servicing Agreement exercise such right in connection with such asset review by providing the asset representations reviewer or such other requesting party conjunction with any documents reasonably requested by the asset representations reviewer or such other requesting party (at the expense of the Mortgage related Companion Loan Sellers or requesting party), but only to the extent (i) the requesting party or asset representations reviewer has not been able to obtain such documents from the Mortgage Loan Sellers or a party to the Other Pooling and Servicing Agreement and (ii) such documents are in the possession of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the CustodianHolder, as the case may beapplicable. For the avoidance of doubtAdditionally, none of the Servicer, the Special Servicer, the Trustee or the Custodian shall (i) have further obligations for such asset review or be bound by it or (ii) be obligated to provide such documents if providing such documents would, in its reasonable determination, be a violation of this Agreement or the Co-Lender Agreement. (c) Notwithstanding notwithstanding anything in this Agreement to the contrary, but only to the extent required under the Co-Lender Agreement, the Master Servicer with respect to the Whole Loan when it is not a Specially Serviced Whole Loan or Special Servicer with respect to the Whole Loan when it is a Specially Serviced Whole LoanServicer, as applicable, shall consult with consult, seek the approval or obtain the consent of the holder of any Companion Loan Holders with respect to any matters with respect to the servicing of the such Companion Loans Loan to the extent required under related Intercreditor Agreement and shall not take such actions requiring consent of the Co-Lender AgreementCompanion Loan Holder without such consent. In addition, notwithstanding anything to the contrary, the Master Servicer or Special Servicer, as applicable, shall deliver reports and notices to each the Companion Loan Holder as required under the Intercreditor Agreement. (c) With respect to each Whole Loan, the Master Servicer shall prepare, or cause to be prepared, on an ongoing basis a statement setting forth, to the extent required applicable to the Whole Loan: (i) (A) the amount of the distribution from the related Whole Loan Custodial Account allocable to principal and (B) separately identifying the amount of scheduled principal payments, balloon payments, principal prepayments made at the option of the Mortgagor or other principal prepayments (specifying the reason therefor), net liquidation proceeds and foreclosure proceeds included therein and information on distributions made with respect to the related Whole Loan; (ii) the amount of the distribution from the related Whole Loan Custodial Account allocable to interest and the amount of Default Interest allocable to the related Whole Loan; (iii) the amount of the distribution to the related Companion Loan Holder, separately identifying the non-default interest, principal and other amounts included therein, and if the distribution to a Companion Loan Holder is less than the full amount that would be distributable to such Companion Loan Holder if there were sufficient amounts available therefor, the amount of the shortfall and the allocation thereof between interest and principal and the amount of the shortfall, if any, under the Co-Lender Agreementrelated Whole Loan; (iv) the principal balance of each of the related Whole Loan and related Companion Loan after giving effect to the distribution of principal on the most recent Distribution Date; and (v) the amount of the servicing fees paid to the Master Servicer and the Special Servicer with respect to the most recent Distribution Date, showing separately the Servicing Fee, the Special Servicing Fee, the Workout Fee and the Liquidation Fee. Not later than each Distribution Date, the Master Servicer shall make the foregoing statement available to the Companion Loan Holder by electronic means. (d) At Notwithstanding anything in this Agreement to the contrary, the Special Servicer shall be required (i) to provide copies of any time after a Companion Loan has become part of an Other Securitization Trust notice, information and provided report that it is required to provide to the applicable parties hereto have received written notice (which may be by email) thereof including contact information for the master servicer and special servicer Controlling Class Representative pursuant to this Agreement with respect to any Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating to a Whole Loan, to any related Companion Loan Holder (or its Companion Loan Holder Representative), within the same time frame it is required to provide to the Controlling Class Representative (for this purpose, without regard to whether such Other Securitization Trust, all notices, reports, information or other deliverables items are actually required to be delivered provided to the Controlling Class Representative under this Agreement due to the occurrence of a Control Termination Event or a Consultation Termination Event) and (ii) to consult with any related Companion Loan Holder (or its Companion Loan Holder Representative) on a strictly non-binding basis, to the extent having received such notices, information and reports, such related Companion Loan Holder (or its Companion Loan Holder Representative) requests consultation with respect to any such Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Whole Loan, and consider alternative actions recommended by such related Companion Loan Holder (or its Companion Loan Holder Representative); provided that after the expiration of a period of ten (10) Business Days from the delivery to such related Companion Loan Holder (or its Companion Loan Holder Representative) by the Special Servicer of written notice of a proposed action, together with copies of the notice, information and report required to be provided to the Controlling Class Representative, the Special Servicer shall no longer be obligated to consult with such related Companion Loan Holder (or its Companion Loan Holder Representative), whether or not such related Companion Loan Holder (or its Companion Loan Holder Representative) has responded within such ten (10) Business Day period (unless, the Special Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period shall be deemed to begin anew from the date of such proposal and delivery of all information relating thereto). Notwithstanding the consultation rights of any related Companion Loan Holder (or its Companion Loan Holder Representative) set forth in the immediately preceding sentence, the Special Servicer may make any Major Decision or take any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period if the Special Servicer determines that immediate action with respect thereto is necessary to protect the interests of the Certificateholders and the related Companion Loan Holder. In no event shall the Special Servicer be obligated at any time to follow or take any alternative actions recommended by any related Companion Loan Holder pursuant to this Agreement (or the Co-Lender Agreement shall be delivered its Companion Loan Holder Representative). (e) In addition to the master servicer and special servicer with respect to such Other Securitization Trust consultation rights of a Companion Loan Holder (who then may forward such items to the party entitled to receive such items as and to the extent or its Companion Loan Holder Representative) provided in the immediately preceding paragraph, a Companion Loan Holder shall have the right to attend (in person or telephonically) annual meetings with the Special Servicer at the offices of the Special Servicer upon reasonable notice and at times reasonably acceptable to the Special Servicer in which servicing issues related Other Pooling and Servicing Agreement) and, when so delivered to such master servicer and special servicer, the party hereto that is obligated under this Agreement or the Co-Lender Agreement to deliver such notices, reports, information or other deliverables shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Co-Lender Agreementrelated Whole Loan are discussed.

Companion Loan Intercreditor Matters. (a) If, pursuant to Section 2.82.7, or Section 3.163.16 of this Agreement, the Mortgage Trust Loan is, in its entirety, purchased or repurchased from the Trust Fund, the subsequent holder thereof shall be bound by the terms of the Co-Lender Agreement and shall assume the rights and obligations of the holder of the Trust Notes under the Co-Lender Agreement. All portions of the Mortgage File and (to the extent provided under the Mortgage Loan Purchase Agreement) other documents pertaining to the Whole Trust Loan shall be endorsed or assigned to the extent necessary or appropriate to the purchaser of the Mortgage Trust Loan in its capacity as the holder of the Trust Notes (as a result of such purchase, repurchase or substitution) and (except for the original Companion actual Trust Notes) on behalf of the holders of the Senior Pari Passu Non-Trust Notes that evidence the Senior Pari Passu Companion NotesLoans. Thereafter, such Mortgage File shall be held by the holder of the Trust Notes or a custodian appointed thereby for the benefit thereof, on behalf of itself and the Senior Pari Passu Companion Loan Holders as their interests appear under the Co-Lender Agreement. If the related servicing file is not already in the possession of such party, it shall be delivered to the master servicer or special servicer, as the case may be, under any separate servicing agreement for the Whole Mortgage Loan. (b) With respect to any a Senior Pari Passu Companion Loan that becomes the subject of an “asset review” (or such analogous term defined in the related Other Companion Loan Pooling and Servicing Agreement) pursuant to the related Other Companion Loan Pooling and Servicing Agreement, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Custodian shall reasonably cooperate with the asset representations reviewer or any other party to the Other Companion Loan Pooling and Servicing Agreement in connection with such asset review by providing the asset representations reviewer or such other requesting party with any documents reasonably requested by the asset representations reviewer or such other requesting party (at the expense of the Mortgage Loan Sellers or requesting party), but only to the extent (i) the requesting party or asset representations reviewer has not been able to obtain such documents from the Mortgage Loan Sellers or a party to the Other Companion Loan Pooling and Servicing Agreement and (ii) such documents are in the possession of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Custodian, as the case may be. For the avoidance of doubt, none of the Servicer, the Special Servicer, the Trustee Trustee, the Certificate Administrator or the Custodian shall (i) have further obligations for such asset review or be bound by it the related Companion Loan Pooling and Servicing Agreement or shall (ii) be obligated to provide such documents if providing such documents would, in its reasonable determination, be a violation of this Agreement or the Co-Lender Agreement. (c) Notwithstanding anything in this Agreement to the contrary, but only to the extent required under the Co-Lender Agreement, the Servicer with respect to the Whole Loan when it is not a Specially Serviced Whole Loan or Special Servicer with respect to the Whole Loan when it is a Specially Serviced Whole LoanServicer, as applicable, shall consult with the Senior Pari Passu Companion Loan Holders with respect to any matters with respect to the servicing of the Senior Pari Passu Companion Loans to the extent required under the Co-Lender Agreement. In addition, notwithstanding anything to the contrary, the The Servicer or Special Servicer, as applicable, shall deliver reports and notices to each the Senior Pari Passu Companion Loan Holder Holders to the extent required under the Co-Lender Agreement. (d) The Servicer shall prepare, or cause to be prepared, on an ongoing basis, a statement setting forth: (i) the amount of the distribution from the Collection Account allocable to principal, separately identifying the amount of balloon payments, principal prepayments made at the option of the Borrower or other principal prepayments (specifying the reason therefor), net liquidation proceeds and foreclosure proceeds included therein and information on distributions made with respect to the Mortgage Loan; (ii) the amount of the distribution from the Collection Account allocable to interest and the amount of Default Interest actually received with respect to the Mortgage Loan; (iii) the amount of the distribution to the Senior Pari Passu Companion Loan Holders, separately identifying the non-default interest, principal and other amounts included therein, and if the distribution to the Senior Pari Passu Companion Loan Holders is less than the full amount that would be distributable to such Senior Pari Passu Companion Loan Holders if there were sufficient amounts available therefor, the amount of the shortfall and the allocation thereof between interest and principal and the amount of the shortfall, if any, under the Mortgage Loan; (iv) the principal balance of each Note after giving effect to the distribution of principal as of the end of the related Collection Period; and (v) the amount of the servicing compensation paid to the Servicer and the Special Servicer with respect to the most recent Distribution Date, showing separately the Servicing Fee, the Special Servicing Fee, the Work-out Fee and the Liquidation Fee. Not later than each Remittance Date, the Servicer shall make the foregoing statement available to the Senior Pari Passu Companion Loan Holders by electronic means. (e) At any time after that a Senior Pari Passu Companion Loan is included as an asset of a Companion Loan has become part of an Other Securitization Trust and provided that the applicable parties hereto have received written notice (which may be by email) thereof including contact information for the master servicer and special servicer with respect to such Other Companion Loan Securitization Trust, all notices, reports, information or other deliverables required to be delivered to the related Senior Pari Passu Companion Loan Holder pursuant to this Agreement or the Co-Lender Agreement shall be delivered to the master servicer and special servicer with respect to of such Other Companion Loan Securitization Trust (who then may forward such items to the party entitled to receive such items as and to the extent provided in the related Other Companion Loan Pooling and Servicing Agreement) and, when so delivered to such master servicer and special servicer, the party hereto that is obligated under this Agreement or the Co-Lender Agreement to deliver such notices, reports, information or other deliverables shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Co-Lender Agreement.

Companion Loan Intercreditor Matters. (a) If, pursuant to Section 2.82.03, Section 3.17 or Section 3.169.01 of this Agreement, the any Mortgage Loan isthat relates to a Serviced Whole Loan is purchased from, in its entirety, purchased or repurchased from or substituted out of, the Trust Fund, the subsequent holder thereof shall be bound by the terms of the Co-Lender Agreement and shall assume the rights and obligations of the holder of the Trust Notes note that represents the related Mortgage Loan under the such Co-Lender Agreement. All portions of the related Mortgage File and (to the extent provided under the Mortgage related Loan Purchase Agreement) other documents pertaining to the Whole such Mortgage Loan shall be endorsed or assigned to the extent necessary or appropriate to the purchaser of the such Mortgage Loan in its capacity as the holder of the Trust Notes Note that represents the related Mortgage Loan (as a result of such purchase, repurchase or substitution) and (except for the original Companion Notesactual Note) on behalf of the holders holder of the Note that represents the Companion NotesLoan. Thereafter, such Mortgage File shall be held by the holder of the Trust Notes Note that represents the related Mortgage Loan or a custodian appointed thereby for the benefit thereof, on behalf of itself and the holder of the related Companion Loan Holders as their interests appear under the Co-Lender Agreement. If the related servicing file Servicing File is not already in the possession of such party, it shall be delivered to the master servicer or special servicer, as the case may be, under any separate servicing agreement for the Serviced Whole LoanLoans. (b) With respect to any each Companion Loan that becomes is part of a Serviced Whole Loan, notwithstanding any rights the subject Operating Advisor or the Controlling Class Representative hereunder may have to consult with respect to any action or other matter with respect to the servicing of an “asset review” such Companion Loan, to the extent the related Co-Lender Agreement provides that such right is exercisable by the related Companion Loan Holder or is exercisable in conjunction with any related Companion Loan Holder or its Companion Loan Holder Representative, then (or i) neither the Operating Advisor nor the Controlling Class Representative shall be permitted to exercise such analogous term defined right or, (ii) to the extent provided in the related Other Pooling and Servicing Agreement) pursuant to the related Other Pooling and Servicing Agreement, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Custodian shall reasonably cooperate with the asset representations reviewer or any other party to the Other Pooling and Servicing Agreement in connection with such asset review by providing the asset representations reviewer or such other requesting party with any documents reasonably requested by the asset representations reviewer or such other requesting party (at the expense of the Mortgage Loan Sellers or requesting party), but only to the extent (i) the requesting party or asset representations reviewer has not been able to obtain such documents from the Mortgage Loan Sellers or a party to the Other Pooling and Servicing Agreement and (ii) such documents are in the possession of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Custodian, as the case may be. For the avoidance of doubt, none of the Servicer, the Special Servicer, the Trustee or the Custodian shall (i) have further obligations for such asset review or be bound by it or (ii) be obligated to provide such documents if providing such documents would, in its reasonable determination, be a violation of this Agreement or the Co-Lender Agreement. (c) Notwithstanding , the Operating Advisor or the Controlling Class Representative, as applicable, shall be required to exercise such right in conjunction with any related Companion Loan Holder or its Companion Loan Holder Representative, as applicable. Additionally, notwithstanding anything in this Agreement to the contrary, but only to the extent required under the Co-Lender Agreement, the Master Servicer with respect to the Whole Loan when it is not a Specially Serviced Whole Loan or Special Servicer with respect to the Whole Loan when it is a Specially Serviced Whole LoanServicer, as applicable, shall consult with with, seek the approval of, or obtain the consent of, the holder of any Companion Loan Holders or its Companion Loan Holder Representative with respect to any matters with respect to the servicing of the such Companion Loans Loan to the extent required under the related Co-Lender AgreementAgreement and shall not take such actions requiring consent of or consultation with the Companion Loan Holder or its Companion Loan Holder Representative without such consent or consultation. In addition, notwithstanding anything to the contrary, the Master Servicer or Special Servicer, as applicable, shall deliver reports and notices to each the Companion Loan Holder to the extent as required under the Co-Lender Agreement. (dc) At any time after With respect to each Serviced Whole Loan, the Master Servicer shall prepare, or cause to be prepared, on an ongoing basis a Companion statement setting forth, to the extent applicable to such Serviced Whole Loan: (i) (A) the amount of the distribution from the related Serviced Whole Loan has become part Custodial Account allocable to principal and (B) separately identifying the amount of an Other Securitization Trust scheduled principal payments, balloon payments, principal prepayments made at the option of the Mortgagor or other principal prepayments (specifying the reason therefor), net liquidation proceeds and provided that the applicable parties hereto have received written notice (which may be by email) thereof including contact foreclosure proceeds included therein and information for the master servicer and special servicer on distributions made with respect to such Other Securitization Trust, all notices, reports, information or other deliverables required the related Serviced Whole Loan; (ii) the amount of the distribution from the related Serviced Whole Loan Custodial Account allocable to be delivered interest and the amount of Default Interest allocable to the related Serviced Whole Loan; (iii) the amount of the distribution to the related Companion Loan Holder, separately identifying the non-default interest, principal and other amounts included therein, and if the distribution to a Companion Loan Holder is less than the full amount that would be distributable to such Companion Loan Holder if there were sufficient amounts available therefor, the amount of the shortfall and the allocation thereof between interest and principal and the amount of the shortfall, if any, under the related Serviced Whole Loan; (iv) the principal balance of each of the related Serviced Whole Loan and related Companion Loan after giving effect to the distribution of principal on the most recent Distribution Date; and (v) the amount of the servicing fees paid to the Master Servicer and the Special Servicer with respect to the most recent Distribution Date, showing separately the Servicing Fee, the Special Servicing Fee, the Workout Fee and the Liquidation Fee. Not later than each Distribution Date, the Master Servicer shall make the foregoing statement available to the Companion Loan Holder by electronic means. (d) Notwithstanding anything in this Agreement to the contrary, the Special Servicer shall be required (i) to provide copies of any notice, information and report that it is required to provide to the Controlling Class Representative pursuant to this Agreement or the Co-Lender Agreement shall be delivered to the master servicer and special servicer with respect to such Other Securitization Trust any Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating to a Serviced Whole Loan, to any related Companion Loan Holder (who then may forward or its Companion Loan Holder Representative), within the same time frame it is required to provide to the Controlling Class Representative (for this purpose, without regard to whether such items are actually required to be provided to the party entitled Controlling Class Representative under this Agreement due to receive such items as the occurrence of a Control Termination Event or a Consultation Termination Event) and (ii) to consult with any related Companion Loan Holder (or its Companion Loan Holder Representative) on a strictly non-binding basis, to the extent provided in the related Other Pooling and Servicing Agreement) and, when so delivered to such master servicer and special servicer, the party hereto that is obligated under this Agreement or the Co-Lender Agreement to deliver having received such notices, information and reports, such related Companion Loan Holder (or its Companion Loan Holder Representative) requests consultation with respect to any such Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating to the related Serviced Whole Loan, and consider alternative actions recommended by such related Companion Loan Holder (or its Companion Loan Holder Representative); provided that after the expiration of a period of ten (10) Business Days from the delivery to such related Companion Loan Holder (or its Companion Loan Holder Representative) by the Special Servicer of written notice of a proposed action, together with copies of the notice, information and report required to be provided to the Controlling Class Representative, the Special Servicer shall no longer be obligated to consult with such related Companion Loan Holder (or other deliverables its Companion Loan Holder Representative), whether or not such related Companion Loan Holder (or its Companion Loan Holder Representative) has responded within such ten (10) Business Day period (unless, the Special Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period shall be deemed to have satisfied begin anew from the date of such proposal and delivery of all information relating thereto). Notwithstanding the consultation rights of any related Companion Loan Holder (or its delivery obligations Companion Loan Holder Representative) set forth in the immediately preceding sentence, the Special Servicer may make any Major Decision or take any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period if the Special Servicer determines that immediate action with respect thereto is necessary to such items hereunder protect the interests of the Certificateholders and the related Companion Loan Holder. In no event shall the Special Servicer be obligated at any time to follow or under take any alternative actions recommended by any related Companion Loan Holder (or its Companion Loan Holder Representative). (e) In addition to the Co-Lender Agreementconsultation rights of a Companion Loan Holder (or its Companion Loan Holder Representative) provided in the immediately preceding paragraph, a Companion Loan Holder shall have the right to attend (in person or telephonically) annual meetings with the Special Servicer at the offices of the Special Servicer upon reasonable notice and at times reasonably acceptable to the Special Servicer in which servicing issues related to the related Serviced Whole Loan are discussed.

Companion Loan Intercreditor Matters. (a) If, pursuant to Section 2.82.03, Section 3.17 or Section 3.169.01 of this Agreement, the any Mortgage Loan isthat relates to a Whole Loan is purchased from, in its entirety, purchased or repurchased from or substituted out of, the Trust Fund, the subsequent holder thereof shall be bound by the terms of the Co-Lender Intercreditor Agreement and shall assume the rights and obligations of the holder of the Trust Notes note that represents the related Mortgage Loan under the Co-Lender such Intercreditor Agreement. All portions of the related Mortgage File and (to the extent provided under the Mortgage related Loan Purchase Agreement) other documents pertaining to the Whole such Mortgage Loan shall be endorsed or assigned to the extent necessary or appropriate to the purchaser of the such Mortgage Loan in its capacity as the holder of the Trust Notes Note that represents the related Mortgage Loan (as a result of such purchase, repurchase or substitution) and (except for the original Companion Notesactual Note) on behalf of the holders holder of the Note that represents the Companion NotesLoan. Thereafter, such Mortgage File shall be held by the holder of the Trust Notes Note that represents the related Mortgage Loan or a custodian appointed thereby for the benefit thereof, on behalf of itself and the holder of the related Companion Loan Holders as their interests appear under the Co-Lender Intercreditor Agreement. If the related servicing file Servicing File is not already in the possession of such party, it shall be delivered to the master servicer or special servicer, as the case may be, under any separate servicing agreement for the Whole Loan. (b) With respect to each Companion Loan, notwithstanding any rights the Operating Advisor or the Controlling Class Representative hereunder may have to consult with respect to any action or other matter with respect to the servicing of such Companion Loan, to the extent the Intercreditor Agreement provides that such right is exercisable by the related Companion Loan that becomes Holder or is exercisable in conjunction with any related Companion Loan Holder, the subject of an “asset review” (or Controlling Class Representative shall not be permitted to exercise such analogous term defined right or, to the extent provided in the related Other Pooling and Servicing Agreement) pursuant to the related Other Pooling and Servicing Intercreditor Agreement, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Custodian shall reasonably cooperate with the asset representations reviewer or any other party be required to the Other Pooling and Servicing Agreement exercise such right in connection with such asset review by providing the asset representations reviewer or such other requesting party conjunction with any documents reasonably requested by the asset representations reviewer or such other requesting party (at the expense of the Mortgage related Companion Loan Sellers or requesting party), but only to the extent (i) the requesting party or asset representations reviewer has not been able to obtain such documents from the Mortgage Loan Sellers or a party to the Other Pooling and Servicing Agreement and (ii) such documents are in the possession of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the CustodianHolder, as the case may beapplicable. For the avoidance of doubtAdditionally, none of the Servicer, the Special Servicer, the Trustee or the Custodian shall (i) have further obligations for such asset review or be bound by it or (ii) be obligated to provide such documents if providing such documents would, in its reasonable determination, be a violation of this Agreement or the Co-Lender Agreement. (c) Notwithstanding notwithstanding anything in this Agreement to the contrary, but only to the extent required under the Co-Lender Agreement, the Master Servicer with respect to the Whole Loan when it is not a Specially Serviced Whole Loan or Special Servicer with respect to the Whole Loan when it is a Specially Serviced Whole LoanServicer, as applicable, shall consult with consult, seek the approval or obtain the consent of the holder of any Companion Loan Holders with respect to any matters with respect to the servicing of the such Companion Loans Loan to the extent required under related Intercreditor Agreement and shall not take such actions requiring consent of the Co-Lender AgreementCompanion Loan Holder without such consent. In addition, notwithstanding anything to the contrary, the Master Servicer or Special Servicer, as applicable, shall deliver reports and notices to each the Companion Loan Holder to the extent as required under the Co-Lender Intercreditor Agreement. (dc) At any time after With respect to each Whole Loan, the Master Servicer shall prepare, or cause to be prepared, on an ongoing basis a Companion statement setting forth, to the extent applicable to the Whole Loan: (i) (A) the amount of the distribution from the related Whole Loan has become part Custodial Account allocable to principal and (B) separately identifying the amount of an Other Securitization Trust scheduled principal payments, balloon payments, principal prepayments made at the option of the Mortgagor or other principal prepayments (specifying the reason therefor), net liquidation proceeds and provided that the applicable parties hereto have received written notice (which may be by email) thereof including contact foreclosure proceeds included therein and information for the master servicer and special servicer on distributions made with respect to such Other Securitization Trust, all notices, reports, information or other deliverables required the related Whole Loan; (ii) the amount of the distribution from the related Whole Loan Custodial Account allocable to be delivered interest and the amount of Default Interest allocable to the related Whole Loan; (iii) the amount of the distribution to the related Companion Loan Holder, separately identifying the non-default interest, principal and other amounts included therein, and if the distribution to a Companion Loan Holder pursuant is less than the full amount that would be distributable to this Agreement or such Companion Loan Holder if there were sufficient amounts available therefor, the Co-Lender Agreement shall be delivered amount of the shortfall and the allocation thereof between interest and principal and the amount of the shortfall, if any, under the related Whole Loan; (iv) the principal balance of each of the related Whole Loan and related Companion Loan after giving effect to the master servicer distribution of principal on the most recent Distribution Date; and (v) the amount of the servicing fees paid to the Master Servicer and special servicer the Special Servicer with respect to such Other Securitization Trust (who then may forward such items the most recent Distribution Date, showing separately the Servicing Fee, the Special Servicing Fee, the Workout Fee and the Liquidation Fee. Not later than each Distribution Date, the Master Servicer shall make the foregoing statement available to the party entitled to receive such items as and to the extent provided in the related Other Pooling and Servicing Agreement) and, when so delivered to such master servicer and special servicer, the party hereto that is obligated under this Agreement or the Co-Lender Agreement to deliver such notices, reports, information or other deliverables shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Co-Lender AgreementCompanion Loan Holder by electronic means.

Companion Loan Intercreditor Matters. (a) If, pursuant to Section 2.82.03, Section 3.17 or Section 3.169.01 of this Agreement, the any Mortgage Loan isthat relates to the Whole Loan is purchased from, in its entirety, purchased or repurchased from or substituted out of, the Trust Fund, the subsequent holder thereof shall be bound by the terms of the Co-Lender Intercreditor Agreement and shall assume the rights and obligations of the holder of the Trust Notes Note that represents the related Mortgage Loan under the Co-Lender Intercreditor Agreement. All portions of the related Mortgage File and (to the extent provided under the Mortgage related Loan Purchase Agreement) other documents pertaining to the Whole such Mortgage Loan shall be endorsed or assigned to the extent necessary or appropriate to the purchaser of the such Mortgage Loan in its capacity as the holder of the Trust Notes Note that represents the related Mortgage Loan (as a result of such purchase, repurchase or substitution) and (except for the original Companion Notesactual Note) on behalf of the holders holder of the Note that represents the Companion NotesLoan. Thereafter, such Mortgage File shall be held by the holder of the Trust Notes Note that represents the related Mortgage Loan or a custodian appointed thereby for the benefit thereof, on behalf of itself and the holder of the Companion Loan Holders as their interests appear under the Co-Lender Intercreditor Agreement. If the related servicing file Servicing File is not already in the possession of such party, it shall be delivered to the master servicer or special servicer, as the case may be, under any separate servicing agreement for the Whole Loan. (b) With respect to the Companion Loan, notwithstanding any Companion Loan that becomes rights the subject of an “asset review” (Operating Advisor or such analogous term defined in the related Other Pooling and Servicing Agreement) pursuant Controlling Class Representative hereunder may have to consult with respect to any action or other matter with respect to the related Other Pooling and Servicing Agreement, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Custodian shall reasonably cooperate with the asset representations reviewer or any other party to the Other Pooling and Servicing Agreement in connection with such asset review by providing the asset representations reviewer or such other requesting party with any documents reasonably requested by the asset representations reviewer or such other requesting party (at the expense servicing of the Mortgage Loan Sellers or requesting party)Companion Loan, but only to the extent (i) the requesting party Intercreditor Agreement provides that such right is exercisable by the Companion Loan Holder or asset representations reviewer has is exercisable in conjunction with the Companion Loan Holder, the Controlling Class Representative shall not been able be permitted to obtain exercise such documents from the Mortgage Loan Sellers or a party right or, to the Other Pooling and Servicing Agreement and (ii) such documents are extent provided in the possession of Intercreditor Agreement, shall be required to exercise such right in conjunction with the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the CustodianCompanion Loan Holder, as the case may beapplicable. For the avoidance of doubtAdditionally, none of the Servicer, the Special Servicer, the Trustee or the Custodian shall (i) have further obligations for such asset review or be bound by it or (ii) be obligated to provide such documents if providing such documents would, in its reasonable determination, be a violation of this Agreement or the Co-Lender Agreement. (c) Notwithstanding notwithstanding anything in this Agreement to the contrary, but only to the extent required under the Co-Lender Agreement, the Master Servicer with respect to the Whole Loan when it is not a Specially Serviced Whole Loan or Special Servicer with respect to the Whole Loan when it is a Specially Serviced Whole LoanServicer, as applicable, shall consult with consult, seek the approval or obtain the consent of the holder of the Companion Loan Holders with respect to any matters with respect to the servicing of the Companion Loans Loan to the extent required under the Co-Lender AgreementIntercreditor Agreement and shall not take such actions requiring consent of the Companion Loan Holder without such consent. In addition, notwithstanding anything to the contrary, the Master Servicer or Special Servicer, as applicable, shall deliver reports and notices to each the Companion Loan Holder to the extent as required under the Co-Lender Intercreditor Agreement. (dc) At any time after With respect to each Whole Loan, the Master Servicer shall prepare, or cause to be prepared, on an ongoing basis a Companion statement setting forth, to the extent applicable to the Whole Loan: (A) the amount of the distribution from the Whole Loan has become part Custodial Account allocable to principal and (B) separately identifying the amount of an Other Securitization Trust scheduled principal payments, balloon payments, principal prepayments made at the option of the Mortgagor or other principal prepayments (specifying the reason therefor), net liquidation proceeds and provided that the applicable parties hereto have received written notice (which may be by email) thereof including contact foreclosure proceeds included therein and information for the master servicer and special servicer on distributions made with respect to such Other Securitization Trust, all notices, reports, information or other deliverables required the Whole Loan; (ii) the amount of the distribution from the Whole Loan Custodial Account allocable to be delivered interest and the amount of Default Interest allocable to the related Mortgage Loan; (iii) if the distribution to the Companion Loan Holder pursuant to this Agreement or is less than the Co-Lender Agreement shall full amount that would be delivered distributable to the master servicer Companion Loan Holder if there were sufficient amounts available therefor, the amount of the shortfall and special servicer the allocation thereof between interest and principal and the amount of the shortfall, if any, under the Whole Loan; (iv) the principal balance of the Whole Loan after giving effect to the distribution of principal on the most recent Distribution Date; and (v) the amount of the servicing fees paid to the Master Servicer and the Special Servicer with respect to such Other Securitization Trust (who then may forward such items the most recent Distribution Date, showing separately the Servicing Fee, the Special Servicing Fee, the Workout Fee and the Liquidation Fee. Not later than each Distribution Date, the Master Servicer shall make the foregoing statement available to the party entitled to receive such items as and to the extent provided in the related Other Pooling and Servicing Agreement) and, when so delivered to such master servicer and special servicer, the party hereto that is obligated under this Agreement or the Co-Lender Agreement to deliver such notices, reports, information or other deliverables shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Co-Lender AgreementCompanion Loan Holder by electronic means.

Companion Loan Intercreditor Matters. (a) If, pursuant to Section 2.82.6, or Section 3.163.16 of this Agreement, the Mortgage Trust Loan is, in its entirety, purchased or repurchased from the Trust Fund, the subsequent holder thereof shall be bound by the terms of the Co-Lender Agreement and shall assume the rights and obligations of the holder of the Trust Notes under the Co-Lender Agreement. All portions of the Mortgage Loan File and (to the extent provided under the Mortgage related Loan Purchase Agreement) other documents pertaining to the Whole Trust Loan shall be endorsed or assigned to the extent necessary or appropriate to the purchaser of the Mortgage Trust Loan in its capacity as the holder of the Trust Notes (as a result of such purchase, repurchase or substitution) and (except for the original Companion actual Notes) on behalf of the holders of the Notes that represent the Companion NotesLoans. Thereafter, such Mortgage Loan File shall be held by the holder of the Trust Notes or a custodian appointed thereby for the benefit thereof, on behalf of itself and the holders of the related Companion Loan Holders Loans as their interests appear under the Co-Lender Agreement. If the related servicing file is not already in the possession of such party, it shall be delivered to the master servicer or special servicer, as the case may be, under any separate servicing agreement for the Whole Loan. (b) With respect to any Companion Loan that becomes the subject of an “asset review” (or such analogous term defined in the related Other Pooling and Servicing Agreement) pursuant to the related Other Pooling and Servicing Agreement, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Custodian shall reasonably cooperate with the asset representations reviewer or any other party to the Other Pooling and Servicing Agreement in connection with such asset review by providing the asset representations reviewer or such other requesting party with any documents reasonably requested by the asset representations reviewer or such other requesting party (at the expense of the Mortgage Loan Sellers or requesting party), but only to the extent (i) the requesting party or asset representations reviewer has not been able to obtain such documents from the Mortgage Loan Sellers or a party to the Other Pooling and Servicing Agreement and (ii) such documents are in the possession of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Custodian, as the case may be. For the avoidance of doubt, none of the Servicer, the Special Servicer, the Trustee or the Custodian shall (i) have further obligations for such asset review or be bound by it or (ii) be obligated to provide such documents if providing such documents would, in its reasonable determination, be a violation of this Agreement or the Co-Lender Agreement. (c) Notwithstanding anything in this Agreement to the contrary, to the extent, but only to the extent extent, required under the Co-Lender Agreement, the Servicer with respect to the Whole Loan when it is not a Specially Serviced Whole Loan or Special Servicer with respect to the Whole Loan when it is a Specially Serviced Whole LoanServicer, as applicable, shall consult with the holder of each Companion Loan Holders with respect to any matters with respect to the servicing of the such Companion Loans to the extent required under the Co-Lender AgreementLoan. In addition, notwithstanding anything to the contrary, the Servicer or Special Servicer, as applicable, shall deliver reports and notices to each Companion Loan Holder to the extent required under the Co-Lender Agreement. (c) With respect to the Whole Loan, the Servicer shall prepare, or cause to be prepared, on an ongoing basis, a statement setting forth, to the extent applicable to the Whole Loan: (i) (A) the amount of the distribution from the Collection Account allocable to principal and (B) separately identifying the amount of scheduled principal payments, balloon payments, principal prepayments made at the option of the Borrower or other principal prepayments (specifying the reason therefor), net liquidation proceeds and foreclosure proceeds included therein and information on distributions made with respect to the Whole Loan; (ii) the amount of the distribution from the Collection Account allocable to interest and the amount of Default Interest allocable to the Whole Loan; (iii) the amount of the distribution to each Companion Loan Holder, separately identifying the non-default interest, principal and other amounts included therein, and if the distribution to a Companion Loan Holder is less than the full amount that would be distributable to such Companion Loan Holder if there were sufficient amounts available therefor, the amount of the shortfall and the allocation thereof between interest and principal and the amount of the shortfall, if any, under the Whole Loan; (iv) the principal balance of each of the Whole Loan and the Companion Loans after giving effect to the distribution of principal as of the end of the related Collection Period; and (v) the amount of the servicing compensation paid to the Servicer and the Special Servicer with respect to the most recent Distribution Date, showing separately the Servicing Fee, the Special Servicing Fee, the Workout Fee and the Liquidation Fee. Not later than each Remittance Date, the Servicer shall make the foregoing statement available to each Companion Loan Holder by electronic means. (d) At any time after a Companion Loan has become part of an Other Securitization Trust and provided that the applicable parties hereto have received written notice (which may be by email) thereof including contact information for the master servicer and special servicer with respect to such Other Securitization Trust, all notices, reports, information or other deliverables required to be delivered to the related Companion Loan Holder pursuant to this Agreement or the Co-Lender Agreement shall be delivered to the master servicer and special servicer with respect to such Other Securitization Trust (who then may forward such items to the party entitled to receive such items as and to the extent provided in the related Other Pooling and Servicing Agreement) and, when so delivered to such master servicer and special servicer, the party hereto that is obligated under this Agreement or the Co-Lender Agreement to deliver such notices, reports, information or other deliverables shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Co-Lender Agreement.

Companion Loan Intercreditor Matters. (a) If, pursuant to Section 2.82.03, Section 3.17 or Section 3.169.01 of this Agreement, the any Mortgage Loan isthat relates to the Split-Loan is purchased from, in its entirety, purchased or repurchased from or substituted out of, the Trust Fund, the subsequent holder thereof shall be bound by the terms of the Co-Lender Intercreditor Agreement and shall assume the rights and obligations of the holder of the Trust Notes Note that represents the related Mortgage Loan under the Co-Lender Intercreditor Agreement. All portions of the related Mortgage File and (to the extent provided under the Mortgage Loan Purchase Agreement) other documents pertaining to the Whole such Mortgage Loan shall be endorsed or assigned to the extent necessary or appropriate to the purchaser of the such Mortgage Loan in its capacity as the holder of the Trust Notes Note that represents the related Mortgage Loan (as a result of such purchase, repurchase or substitution) and (except for the original Companion Notesactual Note) on behalf of the holders holder of the Note that represents the Companion NotesLoan. Thereafter, such Mortgage File shall be held by the holder of the Trust Notes Note that represents the related Mortgage Loan or a custodian appointed thereby for the benefit thereof, on behalf of itself and the holder of the Companion Loan Holders as their interests appear under the Co-Lender Intercreditor Agreement. If the related servicing file Servicing File is not already in the possession of such party, it shall be delivered to the master servicer or special servicer, as the case may be, under any separate servicing agreement for the Whole Split-Loan. (b) With respect to the Companion Loan, notwithstanding any Companion Loan that becomes rights the subject of an “asset review” (Operating Advisor or such analogous term defined in the related Other Pooling and Servicing Agreement) pursuant Controlling Class Representative hereunder may have to consult with respect to any action or other matter with respect to the related Other Pooling and Servicing Agreement, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Custodian shall reasonably cooperate with the asset representations reviewer or any other party to the Other Pooling and Servicing Agreement in connection with such asset review by providing the asset representations reviewer or such other requesting party with any documents reasonably requested by the asset representations reviewer or such other requesting party (at the expense servicing of the Mortgage Loan Sellers or requesting party)Companion Loan, but only to the extent (i) the requesting party Intercreditor Agreement provides that such right is exercisable by the Companion Loan Holder or asset representations reviewer has is exercisable in conjunction with the Companion Loan Holder, the Controlling Class Representative shall not been able be permitted to obtain exercise such documents from the Mortgage Loan Sellers or a party right or, to the Other Pooling and Servicing Agreement and (ii) such documents are extent provided in the possession of Intercreditor Agreement, shall be required to exercise such right in conjunction with the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the CustodianCompanion Loan Holder, as the case may beapplicable. For the avoidance of doubtAdditionally, none of the Servicer, the Special Servicer, the Trustee or the Custodian shall (i) have further obligations for such asset review or be bound by it or (ii) be obligated to provide such documents if providing such documents would, in its reasonable determination, be a violation of this Agreement or the Co-Lender Agreement. (c) Notwithstanding notwithstanding anything in this Agreement to the contrary, but only to the extent required under the Co-Lender Agreement, the Master Servicer with respect to the Whole Loan when it is not a Specially Serviced Whole Loan or Special Servicer with respect to the Whole Loan when it is a Specially Serviced Whole LoanServicer, as applicable, shall consult with consult, seek the approval or obtain the consent of the holder of the Companion Loan Holders with respect to any matters with respect to the servicing of the Companion Loans Loan to the extent required under the Co-Lender AgreementIntercreditor Agreement and shall not take such actions requiring consent of the Companion Loan Holder without such consent. In addition, notwithstanding anything to the contrary, the Master Servicer or Special Servicer, as applicable, shall deliver reports and notices to each the Companion Loan Holder to the extent as required under the Co-Lender Intercreditor Agreement. (dc) At any time after With respect to each Split-Loan, the Master Servicer shall prepare, or cause to be prepared, on an ongoing basis a Companion statement setting forth, to the extent applicable to the Split-Loan: (i) (A) the amount of the distribution from the Split-Loan has become part Custodial Account allocable to principal and (B) separately identifying the amount of an Other Securitization Trust scheduled principal payments, balloon payments, principal prepayments made at the option of the Mortgagor or other principal prepayments (specifying the reason therefor), net liquidation proceeds and provided that the applicable parties hereto have received written notice (which may be by email) thereof including contact foreclosure proceeds included therein and information for the master servicer and special servicer on distributions made with respect to such Other Securitization Trust, all notices, reports, information or other deliverables required the Split-Loan; (ii) the amount of the distribution from the Split-Loan Custodial Account allocable to be delivered interest and the amount of Default Interest allocable to the related Serviced Mortgage Loan; (iii) if the distribution to the Companion Loan Holder pursuant to this Agreement or is less than the Co-Lender Agreement shall full amount that would be delivered distributable to the master servicer Companion Loan Holder if there were sufficient amounts available therefor, the amount of the shortfall and special servicer the allocation thereof between interest and principal and the amount of the shortfall, if any, under the Split-Loan; (iv) the principal balance of the Split-Loan after giving effect to the distribution of principal on the most recent Distribution Date; and (v) the amount of the servicing fees paid to the Master Servicer and the Special Servicer with respect to such Other Securitization Trust (who then may forward such items the most recent Distribution Date, showing separately the Servicing Fee, the Special Servicing Fee, the Workout Fee and the Liquidation Fee. Not later than each Distribution Date, the Master Servicer shall make the foregoing statement available to the party entitled to receive such items as and to the extent provided in the related Other Pooling and Servicing Agreement) and, when so delivered to such master servicer and special servicer, the party hereto that is obligated under this Agreement or the Co-Lender Agreement to deliver such notices, reports, information or other deliverables shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Co-Lender AgreementCompanion Loan Holder by electronic means.

Companion Loan Intercreditor Matters. (a) If, pursuant to Section 2.82.03, Section 3.17 or Section 3.169.01 of this Agreement, the any Mortgage Loan isthat relates to a Whole Loan is purchased from, in its entirety, purchased or repurchased from or substituted out of, the Trust Fund, the subsequent holder thereof shall be bound by the terms of the Co-Lender Agreement and shall assume the rights and obligations of the holder of the Trust Notes note that represents the related Mortgage Loan under the such Co-Lender Agreement. All portions of the related Mortgage File and (to the extent provided under the Mortgage related Loan Purchase Agreement) other documents pertaining to the Whole such Mortgage Loan shall be endorsed or assigned to the extent necessary or appropriate to the purchaser of the such Mortgage Loan in its capacity as the holder of the Trust Notes Note that represents the related Mortgage Loan (as a result of such purchase, repurchase or substitution) and (except for the original Companion Notesactual Note) on behalf of the holders holder of the Note that represents the Companion NotesLoan. Thereafter, such Mortgage File shall be held by the holder of the Trust Notes Note that represents the related Mortgage Loan or a custodian appointed thereby for the benefit thereof, on behalf of itself and the holder of the related Companion Loan Holders as their interests appear under the Co-Lender Agreement. If the related servicing file Servicing File is not already in the possession of such party, it shall be delivered to the master servicer or special servicer, as the case may be, under any separate servicing agreement for the Whole LoanLoans. (b) With respect to each Companion Loan, notwithstanding any rights the Operating Advisor or the Controlling Class Representative hereunder may have to consult with respect to any action or other matter with respect to the servicing of such Companion Loan, to the extent the related Co-Lender Agreement provides that such right is exercisable by the related Companion Loan that becomes Holder or is exercisable in conjunction with any related Companion Loan Holder, then (i) neither the subject of an “asset review” Operating Advisor nor the Controlling Class Representative shall be permitted to exercise such right or, (or such analogous term defined ii) to the extent provided in the related Other Pooling and Servicing Agreement) pursuant to the related Other Pooling and Servicing Agreement, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Custodian shall reasonably cooperate with the asset representations reviewer or any other party to the Other Pooling and Servicing Agreement in connection with such asset review by providing the asset representations reviewer or such other requesting party with any documents reasonably requested by the asset representations reviewer or such other requesting party (at the expense of the Mortgage Loan Sellers or requesting party), but only to the extent (i) the requesting party or asset representations reviewer has not been able to obtain such documents from the Mortgage Loan Sellers or a party to the Other Pooling and Servicing Agreement and (ii) such documents are in the possession of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Custodian, as the case may be. For the avoidance of doubt, none of the Servicer, the Special Servicer, the Trustee or the Custodian shall (i) have further obligations for such asset review or be bound by it or (ii) be obligated to provide such documents if providing such documents would, in its reasonable determination, be a violation of this Agreement or the Co-Lender Agreement. (c) Notwithstanding , the Operating Advisor or the Controlling Class Representative, as applicable, shall be required to exercise such right in conjunction with any related Companion Loan Holder, as applicable. Additionally, notwithstanding anything in this Agreement to the contrary, but only to the extent required under the Co-Lender Agreement, the Master Servicer with respect to the Whole Loan when it is not a Specially Serviced Whole Loan or Special Servicer with respect to the Whole Loan when it is a Specially Serviced Whole LoanServicer, as applicable, shall consult with consult, seek the approval or obtain the consent of the holder of any Companion Loan Holders with respect to any matters with respect to the servicing of the such Companion Loans Loan to the extent required under the related Co-Lender AgreementAgreement and shall not take such actions requiring consent of the Companion Loan Holder without such consent. In addition, notwithstanding anything to the contrary, the Master Servicer or Special Servicer, as applicable, shall deliver reports and notices to each the Companion Loan Holder to the extent as required under the Co-Lender Agreement. (dc) At any time after With respect to each Whole Loan, the Master Servicer shall prepare, or cause to be prepared, on an ongoing basis a Companion statement setting forth, to the extent applicable to such Whole Loan: (i) (A) the amount of the distribution from the related Whole Loan has become part Custodial Account allocable to principal and (B) separately identifying the amount of an Other Securitization Trust scheduled principal payments, balloon payments, principal prepayments made at the option of the Mortgagor or other principal prepayments (specifying the reason therefor), net liquidation proceeds and provided that the applicable parties hereto have received written notice (which may be by email) thereof including contact foreclosure proceeds included therein and information for the master servicer and special servicer on distributions made with respect to such Other Securitization Trust, all notices, reports, information or other deliverables required the related Whole Loan; (ii) the amount of the distribution from the related Whole Loan Custodial Account allocable to be delivered interest and the amount of Default Interest allocable to the related Whole Loan; (iii) the amount of the distribution to the related Companion Loan Holder, separately identifying the non-default interest, principal and other amounts included therein, and if the distribution to a Companion Loan Holder is less than the full amount that would be distributable to such Companion Loan Holder if there were sufficient amounts available therefor, the amount of the shortfall and the allocation thereof between interest and principal and the amount of the shortfall, if any, under the related Whole Loan; (iv) the principal balance of each of the related Whole Loan and related Companion Loan after giving effect to the distribution of principal on the most recent Distribution Date; and (v) the amount of the servicing fees paid to the Master Servicer and the Special Servicer with respect to the most recent Distribution Date, showing separately the Servicing Fee, the Special Servicing Fee, the Workout Fee and the Liquidation Fee. Not later than each Distribution Date, the Master Servicer shall make the foregoing statement available to the Companion Loan Holder by electronic means. (d) Notwithstanding anything in this Agreement to the contrary, the Special Servicer shall be required (i) to provide copies of any notice, information and report that it is required to provide to the Controlling Class Representative pursuant to this Agreement or the Co-Lender Agreement shall be delivered to the master servicer and special servicer with respect to such Other Securitization Trust any Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating to a Whole Loan, to any related Companion Loan Holder (who then may forward or its Companion Loan Holder Representative), within the same time frame it is required to provide to the Controlling Class Representative (for this purpose, without regard to whether such items are actually required to be provided to the party entitled Controlling Class Representative under this Agreement due to receive such items as the occurrence of a Control Termination Event or a Consultation Termination Event) and (ii) to consult with any related Companion Loan Holder (or its Companion Loan Holder Representative) on a strictly non-binding basis, to the extent provided in the related Other Pooling and Servicing Agreement) and, when so delivered to such master servicer and special servicer, the party hereto that is obligated under this Agreement or the Co-Lender Agreement to deliver having received such notices, information and reports, such related Companion Loan Holder (or its Companion Loan Holder Representative) requests consultation with respect to any such Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating to the related Whole Loan, and consider alternative actions recommended by such related Companion Loan Holder (or its Companion Loan Holder Representative); provided that after the expiration of a period of ten (10) Business Days from the delivery to such related Companion Loan Holder (or its Companion Loan Holder Representative) by the Special Servicer of written notice of a proposed action, together with copies of the notice, information and report required to be provided to the Controlling Class Representative, the Special Servicer shall no longer be obligated to consult with such related Companion Loan Holder (or other deliverables its Companion Loan Holder Representative), whether or not such related Companion Loan Holder (or its Companion Loan Holder Representative) has responded within such ten (10) Business Day period (unless, the Special Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period shall be deemed to have satisfied begin anew from the date of such proposal and delivery of all information relating thereto). Notwithstanding the consultation rights of any related Companion Loan Holder (or its delivery obligations Companion Loan Holder Representative) set forth in the immediately preceding sentence, the Special Servicer may make any Major Decision or take any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period if the Special Servicer determines that immediate action with respect thereto is necessary to such items hereunder protect the interests of the Certificateholders and the related Companion Loan Holder. In no event shall the Special Servicer be obligated at any time to follow or under take any alternative actions recommended by any related Companion Loan Holder (or its Companion Loan Holder Representative). (e) In addition to the Co-Lender Agreement.consultation rights of a Companion Loan Holder (or its Companion Loan Holder Representative) provided in the immediately preceding paragraph, a Companion Loan Holder shall have the right to attend (in person or telephonically) annual meetings with the Special Servicer at the offices of the Special Servicer upon reasonable notice and at times reasonably acceptable to the Special Servicer in which servicing issues related to the related Whole Loan are discussed..

Companion Loan Intercreditor Matters. (a) If, pursuant to Section 2.82.03, Section 3.17 or Section 3.169.01 of this Agreement, the any Mortgage Loan isthat relates to a Serviced Whole Loan is purchased from, in its entirety, purchased or repurchased from or substituted out of, the Trust Fund, the subsequent holder thereof shall be bound by the terms of the Co-Lender Agreement and shall assume the rights and obligations of the holder of the Trust Notes note that represents the related Mortgage Loan under the such Co-Lender Agreement. All portions of the related Mortgage File and (to the extent provided under the Mortgage related Loan Purchase Agreement) other documents pertaining to the Whole such Mortgage Loan shall be endorsed or assigned to the extent necessary or appropriate to the purchaser of the such Mortgage Loan in its capacity as the holder of the Trust Notes Note that represents the related Mortgage Loan (as a result of such purchase, repurchase or substitution) and (except for the original Companion Notesactual Note) on behalf of the holders holder of the Note that represents the Companion NotesLoan. Thereafter, such Mortgage File shall be held by the holder of the Trust Notes Note that represents the related Mortgage Loan or a custodian appointed thereby for the benefit thereof, on behalf of itself and the holder of the related Companion Loan Holders as their interests appear under the Co-Lender Agreement. If the related servicing file Servicing File is not already in the possession of such party, it shall be delivered to the master servicer or special servicer, as the case may be, under any separate servicing agreement for the Serviced Whole Loan. (b) With respect to any each Companion Loan that becomes is part of a Serviced Whole Loan, notwithstanding any rights the subject Operating Advisor or the Controlling Class Representative hereunder may have to consult with respect to any action or other matter with respect to the servicing of an “asset review” such Companion Loan, to the extent the related Co-Lender Agreement provides that such right is exercisable by the related Companion Loan Holder or is exercisable in conjunction with any related Companion Loan Holder or its Companion Loan Holder Representative, then (or i) neither the Operating Advisor nor the Controlling Class Representative shall be permitted to exercise such analogous term defined right or, (ii) to the extent provided in the related Other Pooling and Servicing Agreement) pursuant to the related Other Pooling and Servicing Agreement, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Custodian shall reasonably cooperate with the asset representations reviewer or any other party to the Other Pooling and Servicing Agreement in connection with such asset review by providing the asset representations reviewer or such other requesting party with any documents reasonably requested by the asset representations reviewer or such other requesting party (at the expense of the Mortgage Loan Sellers or requesting party), but only to the extent (i) the requesting party or asset representations reviewer has not been able to obtain such documents from the Mortgage Loan Sellers or a party to the Other Pooling and Servicing Agreement and (ii) such documents are in the possession of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Custodian, as the case may be. For the avoidance of doubt, none of the Servicer, the Special Servicer, the Trustee or the Custodian shall (i) have further obligations for such asset review or be bound by it or (ii) be obligated to provide such documents if providing such documents would, in its reasonable determination, be a violation of this Agreement or the Co-Lender Agreement. (c) Notwithstanding , the Operating Advisor or the Controlling Class Representative, as applicable, shall be required to exercise such right in conjunction with any related Companion Loan Holder or its Companion Loan Holder Representative, as applicable. Additionally, notwithstanding anything in this Agreement to the contrary, but only to the extent required under the Co-Lender Agreement, the Master Servicer with respect to the Whole Loan when it is not a Specially Serviced Whole Loan or Special Servicer with respect to the Whole Loan when it is a Specially Serviced Whole LoanServicer, as applicable, shall consult with with, seek the approval of or obtain the consent of the holder of any Companion Loan Holders or its Companion Loan Holder Representative with respect to any matters with respect to the servicing of the such Companion Loans Loan to the extent required under the related Co-Lender AgreementAgreement and shall not take such actions requiring consent of or consultation with the Companion Loan Holder or its Companion Loan Holder Representative without such consent or consultation. In addition, notwithstanding anything to the contrary, the Master Servicer or Special Servicer, as applicable, shall deliver reports and notices to each the Companion Loan Holder to the extent as required under the Co-Lender Agreement. (dc) At any time after With respect to each Serviced Whole Loan, the Master Servicer shall prepare, or cause to be prepared, on an ongoing basis a Companion statement setting forth, to the extent applicable to such Serviced Whole Loan: (i) (A) the amount of the distribution from the related Serviced Whole Loan has become part Custodial Account allocable to principal and (B) separately identifying the amount of an Other Securitization Trust scheduled principal payments, balloon payments, principal prepayments made at the option of the Mortgagor or other principal prepayments (specifying the reason therefor), net liquidation proceeds and provided that the applicable parties hereto have received written notice (which may be by email) thereof including contact foreclosure proceeds included therein and information for the master servicer and special servicer on distributions made with respect to such Other Securitization Trust, all notices, reports, information or other deliverables required the related Serviced Whole Loan; (ii) the amount of the distribution from the related Serviced Whole Loan Custodial Account allocable to be delivered interest and the amount of Default Interest allocable to the related Serviced Whole Loan; (iii) the amount of the distribution to the related Companion Loan Holder, separately identifying the non-default interest, principal and other amounts included therein, and if the distribution to a Companion Loan Holder is less than the full amount that would be distributable to such Companion Loan Holder if there were sufficient amounts available therefor, the amount of the shortfall and the allocation thereof between interest and principal and the amount of the shortfall, if any, under the related Serviced Whole Loan; (iv) the principal balance of each of the related Serviced Whole Loan and related Companion Loan after giving effect to the distribution of principal on the most recent Distribution Date; and (v) the amount of the servicing fees paid to the Master Servicer and the Special Servicer with respect to the most recent Distribution Date, showing separately the Servicing Fee, the Special Servicing Fee, the Workout Fee and the Liquidation Fee. Not later than each Distribution Date, the Master Servicer shall make the foregoing statement available to the Companion Loan Holder by electronic means. (d) Notwithstanding anything in this Agreement to the contrary, the Special Servicer shall be required (i) to provide copies of any notice, information and report that it is required to provide to the Controlling Class Representative pursuant to this Agreement or the Co-Lender Agreement shall be delivered to the master servicer and special servicer with respect to such Other Securitization Trust any Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating to a Serviced Whole Loan, to any related Companion Loan Holder (who then may forward or its Companion Loan Holder Representative), within the same time frame it is required to provide to the Controlling Class Representative (for this purpose, without regard to whether such items are actually required to be provided to the party entitled Controlling Class Representative under this Agreement due to receive such items as the occurrence of a Control Termination Event or a Consultation Termination Event) and (ii) to consult with any related Companion Loan Holder (or its Companion Loan Holder Representative) on a strictly non-binding basis, to the extent provided in the related Other Pooling and Servicing Agreement) and, when so delivered to such master servicer and special servicer, the party hereto that is obligated under this Agreement or the Co-Lender Agreement to deliver having received such notices, information and reports, such related Companion Loan Holder (or its Companion Loan Holder Representative) requests consultation with respect to any such Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating to the related Serviced Whole Loan, and consider alternative actions recommended by such related Companion Loan Holder (or its Companion Loan Holder Representative); provided that after the expiration of a period of ten (10) Business Days from the delivery to such related Companion Loan Holder (or its Companion Loan Holder Representative) by the Special Servicer of written notice of a proposed action, together with copies of the notice, information and report required to be provided to the Controlling Class Representative, the Special Servicer shall no longer be obligated to consult with such related Companion Loan Holder (or other deliverables its Companion Loan Holder Representative), whether or not such related Companion Loan Holder (or its Companion Loan Holder Representative) has responded within such ten (10) Business Day period (unless, the Special Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period shall be deemed to have satisfied begin anew from the date of such proposal and delivery of all information relating thereto). Notwithstanding the consultation rights of any related Companion Loan Holder (or its delivery obligations Companion Loan Holder Representative) set forth in the immediately preceding sentence, the Special Servicer may make any Major Decision or take any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period if the Special Servicer determines that immediate action with respect thereto is necessary to such items hereunder protect the interests of the Certificateholders and the related Companion Loan Holder. In no event shall the Special Servicer be obligated at any time to follow or under take any alternative actions recommended by any related Companion Loan Holder (or its Companion Loan Holder Representative). (e) In addition to the Co-Lender Agreementconsultation rights of a Companion Loan Holder (or its Companion Loan Holder Representative) provided in the immediately preceding paragraph, a Companion Loan Holder shall have the right to attend (in person or telephonically) annual meetings with the Special Servicer at the offices of the Special Servicer upon reasonable notice and at times reasonably acceptable to the Special Servicer in which servicing issues related to the related Serviced Whole Loan are discussed.

Companion Loan Intercreditor Matters. (a) If, pursuant to Section 2.8, or Section 3.163.16 of this Agreement, the Mortgage Loan is, in its entirety, purchased or repurchased from the Trust Fund, the subsequent holder thereof shall be bound by the terms of the Co-Lender Agreement and shall assume the rights and obligations of the holder of the Trust Notes Note under the Co-Lender Agreement. All portions of the Mortgage File and (to the extent provided under the Mortgage Loan Purchase Agreement) other documents pertaining to the Whole Mortgage Loan shall be endorsed or assigned to the extent necessary or appropriate to the purchaser of the Mortgage Loan in its capacity as the holder of the Trust Notes Note (as a result of such purchase, repurchase or substitution) and (except for the original Companion Notesactual Note) on behalf of the holders of the Note that represents the Companion NotesLoan. Thereafter, such Mortgage File shall be held by the holder of the Trust Notes Note or a custodian appointed thereby for the benefit thereof, on behalf of itself and the Companion Loan Holders Holder as their interests appear under the Co-Lender Agreement. If the related servicing file is not already in the possession of such party, it shall be delivered to the master servicer or special servicer, as the case may be, under any separate servicing agreement for the Whole Loan. (b) With respect to any Companion Loan that becomes the subject of an “asset review” (or such analogous term defined in the related Other Pooling and Servicing Agreement) pursuant to the related Other Pooling and Servicing Agreement, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Custodian shall reasonably cooperate with the asset representations reviewer or any other party to the Other Pooling and Servicing Agreement in connection with such asset review by providing the asset representations reviewer or such other requesting party with any documents reasonably requested by the asset representations reviewer or such other requesting party (at the expense of the Mortgage Loan Sellers or requesting party), but only to the extent (i) the requesting party or asset representations reviewer has not been able to obtain such documents from the Mortgage Loan Sellers or a party to the Other Pooling and Servicing Agreement and (ii) such documents are in the possession of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Custodian, as the case may be. For the avoidance of doubt, none of the Servicer, the Special Servicer, the Trustee or the Custodian shall (i) have further obligations for such asset review or be bound by it or (ii) be obligated to provide such documents if providing such documents would, in its reasonable determination, be a violation of this Agreement or the Co-Lender Agreement[Reserved]. (c) Notwithstanding anything in this Agreement to the contrary, but only to the extent required under the Co-Lender Agreement, the Servicer with respect to the Whole Loan when it is not a Specially Serviced Whole Loan or Special Servicer with respect to the Whole Loan when it is a Specially Serviced Whole LoanServicer, as applicable, shall consult with the Companion Loan Holders Holder with respect to any matters with respect to the servicing of the such Companion Loans Loan to the extent required under the Co-Lender Agreement. In addition, notwithstanding anything to the contrary, the Servicer or Special Servicer, as applicable, shall deliver reports and notices to each Companion Loan Holder to the extent required under the Co-Lender Agreement. (d) For so long as no Consultation Termination Event has occurred, the Servicer or the Special Servicer, as applicable, shall provide notice to the Directing Certificateholder of any material notices that the Servicer or Special Servicer has received under or related to any franchise agreement, management agreement, comfort letter, subordination, non-disturbance and attornment agreement, recognition agreement or similar agreement. (e) With respect to the Whole Loan, the Servicer shall prepare, or cause to be prepared, on an ongoing basis, a statement setting forth, to the extent applicable to the Whole Loan: (i) (A) the amount of the distribution from the Collection Account allocable to principal and (B) separately identifying the amount of scheduled principal payments, balloon payments, principal prepayments made at the option of the Borrower or other principal prepayments (specifying the reason therefor), net liquidation proceeds and foreclosure proceeds included therein and information on distributions made with respect to the Whole Loan; (ii) the amount of the distribution from the Collection Account allocable to interest and the amount of Default Interest allocable to the Whole Loan; (iii) the amount of the distribution to the Companion Loan Holder, separately identifying the non-default interest, principal and other amounts included therein, and if the distribution to the Companion Loan Holder is less than the full amount that would be distributable to such Companion Loan Holder if there were sufficient amounts available therefor, the amount of the shortfall and the allocation thereof between interest and principal and the amount of the shortfall, if any, under the Whole Loan; (iv) the principal balance of each of the Whole Loan and the Companion Loan after giving effect to the distribution of principal as of the end of the related Collection Period; and (v) the amount of the servicing compensation paid to the Servicer and the Special Servicer with respect to the most recent Distribution Date, showing separately the Servicing Fee, the Special Servicing Fee, the Workout Fee and the Liquidation Fee. Not later than each Remittance Date, the Servicer shall make the foregoing statement available to the Companion Loan Holder by electronic means. (f) At any time after a Companion Loan has become part of an Other Securitization Trust and provided that the applicable parties hereto have received written notice (which may be by email) thereof including contact information for the master servicer and special servicer with respect to such Other Securitization Trust, all notices, reports, information or other deliverables required to be delivered to the related Companion Loan Holder pursuant to this Agreement or the Co-Lender Agreement shall be delivered to the master servicer and special servicer with respect to such Other Securitization Trust (who then may forward such items to the party entitled to receive such items as and to the extent provided in the related Other Pooling and Servicing Agreement) and, when so delivered to such master servicer and special servicer, the party hereto that is obligated under this Agreement or the Co-Lender Agreement to deliver such notices, reports, information or other deliverables shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Co-Lender Agreement.

Companion Loan Intercreditor Matters. (a) If, pursuant to Section 2.8, or Section 3.163.16 of this Agreement, the Mortgage Trust Loan is, in its entirety, purchased or repurchased from the Trust FundTrust, the subsequent holder thereof shall be bound by the terms of the Co-Lender Agreement and shall assume the rights and obligations of the holder of the Notes related to the Trust Notes Loan under the Co-Lender Agreement. All portions of the Mortgage File and (to the extent provided under the Mortgage Loan Purchase Agreement) other documents pertaining to the Whole Trust Loan shall be endorsed or assigned to the extent necessary or appropriate to the purchaser of the Mortgage Trust Loan in its capacity as the holder of the Notes related to the Trust Notes Loan (as a result of such purchase, repurchase or substitution) and (except for the original Companion actual Notes) on behalf of the holders of the Notes that represent the Companion NotesLoans. Thereafter, such Mortgage File shall be held by the holder of the Trust Notes Loan or a custodian appointed thereby for the benefit thereof, on behalf of itself and the Companion Loan Holders as their interests appear under the Co-Lender Agreement. If the related servicing file is not already in the possession of such party, it shall be delivered to the master servicer or special servicer, as the case may be, under any separate servicing agreement for the Whole Loan. (b) With respect to any Companion Loan that becomes the subject of an “asset review” (or such analogous term defined in the related Other Pooling and Servicing Agreement) pursuant to the related Other Pooling and Servicing Agreement, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Custodian shall reasonably cooperate with the asset representations reviewer or any other party to the Other Pooling and Servicing Agreement in connection with such asset review by providing the asset representations reviewer or such other requesting party with any documents reasonably requested by the asset representations reviewer or such other requesting party (at the expense of the Mortgage Loan Sellers or requesting party), but only to the extent (i) the requesting party or asset representations reviewer has not been able to obtain such documents from the Mortgage Loan Sellers or a party to the Other Pooling and Servicing Agreement and (ii) such documents are in the possession of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Custodian, as the case may be. For the avoidance of doubt, none of the Servicer, the Special Servicer, the Trustee or the Custodian shall (i) have further obligations for such asset review or be bound by it or (ii) be obligated to provide such documents if providing such documents would, in its reasonable determination, be a violation of this Agreement or the Co-Lender Agreement. (c) Notwithstanding anything in this Agreement to the contrary, but only to the extent required under the Co-Lender Agreement, the Servicer with respect to the Whole Loan when it is not a Specially Serviced Whole Loan or Special Servicer with respect to the Whole Loan when it is a Specially Serviced Whole Loan, as applicable, shall consult with the Companion Loan Holders with respect to any matters with respect to the servicing of the Companion Loans to the extent required under the Co-Lender Agreement. In addition, notwithstanding anything to the contrary, the Servicer or Special Servicer, as applicable, shall deliver reports and notices to each Companion Loan Holder to the extent required under the Co-Lender Agreement. (c) With respect to the Whole Loan, the Servicer shall prepare, or cause to be prepared, on an ongoing basis, a statement setting forth, to the extent applicable to the Whole Loan: (i) (A) the amount of the distribution from the Collection Account allocable to principal and (B) separately identifying the amount of scheduled principal payments, Balloon Payments, principal prepayments made at the option of the Loan Borrower or other principal prepayments (specifying the reason therefor), net liquidation proceeds and foreclosure proceeds included therein and information on distributions made with respect to the Whole Loan; (ii) the amount of the distribution from the Collection Account allocable to interest and the amount of Default Interest allocable to the Whole Loan; (iii) the amount of the distribution to the Companion Loan Holders, separately identifying the non-default interest, principal and other amounts included therein, and if the distribution to the Companion Loan Holders is less than the full amount that would be distributable to such Companion Loan Holders if there were sufficient amounts available therefor, the amount of the shortfall and the allocation thereof between interest and principal and the amount of the shortfall, if any, under the Whole Loan; (iv) the principal balance of each of the Whole Loan and the Companion Loans after giving effect to the distribution of principal as of the end of the related Collection Period; and (v) the amount of the servicing compensation paid to the Servicer and the Special Servicer with respect to the most recent Distribution Date, showing separately the Servicing Fee, the Special Servicing Fee, the Workout Fee and the Liquidation Fee. Not later than each Remittance Date, the Servicer shall make the foregoing statement available to the Companion Loan Holder by electronic means. (d) At any time after a Companion Loan has become part of an Other Securitization Trust and provided that the applicable parties hereto have received written notice (which may be by email) thereof including contact information for the master servicer and special servicer with respect to such Other Securitization Trust, all notices, reports, information or other deliverables required to be delivered to the related Companion Loan Holder Holders pursuant to this Agreement or the Co-Lender Agreement shall be delivered to the master servicer and special servicer with respect to such Other Securitization Trust (who then may forward such items to the party entitled to receive such items as and to the extent provided in the related Other Pooling and Servicing Agreement) and, when so delivered to such master servicer and special servicer, the party hereto that is obligated under this Agreement or the Co-Lender Agreement to deliver such notices, reports, information or other deliverables shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Co-Lender Agreement.

Companion Loan Intercreditor Matters. (a) If, pursuant to Section 2.82.9, or Section 3.163.16 of this Agreement, the Mortgage Trust Loan is, in its entirety, purchased or repurchased from the Trust FundTrust, the subsequent holder thereof shall be bound by the terms of the Co-Lender Agreement and shall assume the rights and obligations of the holder of the Notes related to the Trust Notes Loan under the Co-Lender Agreement. All portions of the Mortgage File and (to the extent provided under the Mortgage Loan Purchase Agreement) other documents pertaining to the Whole Trust Loan shall be endorsed or assigned to the extent necessary or appropriate to the purchaser of the Mortgage Trust Loan in its capacity as the holder of the Notes related to the Trust Notes Loan (as a result of such purchase, repurchase or substitution) and (except for the original Companion actual Notes) on behalf of the holders of the Notes that represent the Companion NotesLoan. Thereafter, such Mortgage File shall be held by the holder of the Trust Notes Loan or a custodian appointed thereby for the benefit thereof, on behalf of itself and the Companion Loan Holders as their interests appear under the Co-Lender Agreement. If the related servicing file is not already in the possession of such party, it shall be delivered to the master servicer or special servicer, as the case may be, under any separate servicing agreement for the Whole Loan. (b) With respect to any Companion Loan that becomes the subject of an “asset review” (or such analogous term defined in the related Other Pooling and Servicing Agreement) pursuant to the related Other Pooling and Servicing Agreement, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Custodian shall reasonably cooperate with the asset representations reviewer or any other party to the Other Pooling and Servicing Agreement in connection with such asset review by providing the asset representations reviewer or such other requesting party with any documents reasonably requested by the asset representations reviewer or such other requesting party (at the expense of the Mortgage Loan Sellers or requesting party), but only to the extent (i) the requesting party or asset representations reviewer has not been able to obtain such documents from the Mortgage Loan Sellers or a party to the Other Pooling and Servicing Agreement and (ii) such documents are in the possession of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Custodian, as the case may be. For the avoidance of doubt, none of the Servicer, the Special Servicer, the Trustee or the Custodian shall (i) have further obligations for such asset review or be bound by it or (ii) be obligated to provide such documents if providing such documents would, in its reasonable determination, be a violation of this Agreement or the Co-Lender Agreement. (c) Notwithstanding anything in this Agreement to the contrary, but only to the extent required under the Co-Lender Agreement, the Servicer with respect to the Whole Loan when it is not a Specially Serviced Whole Loan or Special Servicer with respect to the Whole Loan when it is a Specially Serviced Whole Loan, as applicable, shall consult with the Companion Loan Holders with respect to any matters with respect to the servicing of the Companion Loans to the extent required under the Co-Lender Agreement. In addition, notwithstanding anything to the contrary, the Servicer or Special Servicer, as applicable, shall deliver reports and notices to each Companion Loan Holder to the extent required under the Co-Lender Agreement. (c) With respect to the Whole Loan, the Servicer shall prepare, or cause to be prepared, on an ongoing basis, a statement setting forth, to the extent applicable to the Whole Loan: (i) (A) the amount of the distribution from the Collection Account allocable to principal and (B) separately identifying the amount of scheduled principal payments, Balloon Payments, principal prepayments made at the option of the Loan Borrower or other principal prepayments (specifying the reason therefor), net liquidation proceeds and foreclosure proceeds included therein and information on distributions made with respect to the Whole Loan; (ii) the amount of the distribution from the Collection Account allocable to interest and the amount of Default Interest allocable to the Whole Loan; (iii) the amount of the distribution to the Companion Loan Holders, separately identifying the non-default interest, principal and other amounts included therein, and if the distribution to the Companion Loan Holders is less than the full amount that would be distributable to such Companion Loan Holders if there were sufficient amounts available therefor, the amount of the shortfall and the allocation thereof between interest and principal and the amount of the shortfall, if any, under the Whole Loan; (iv) the principal balance of each of the Whole Loan and the Companion Loan after giving effect to the distribution of principal as of the end of the related Collection Period; and (v) the amount of the servicing compensation paid to the Servicer and the Special Servicer with respect to the most recent Distribution Date, showing separately the Servicing Fee, the Special Servicing Fee, the Work-out Fee and the Liquidation Fee. Not later than each Remittance Date, the Servicer shall make the foregoing statement available to the Companion Loan Holder by electronic means. (d) At any time after a the Companion Loan has become part of an Other Securitization Trust and provided that the applicable parties hereto have received written notice (which may be by email) thereof including contact information for the master servicer and special servicer with respect to such Other Securitization Trust, all notices, reports, information or other deliverables required to be delivered to the related Companion Loan Holder Holders pursuant to this Agreement or the Co-Lender Agreement shall be delivered to the master servicer and special servicer with respect to such Other Securitization Trust (who then may forward such items to the party entitled to receive such items as and to the extent provided in the related Other Pooling and Servicing Agreement) and, when so delivered to such master servicer and special servicer, the party hereto that is obligated under this Agreement or the Co-Lender Agreement to deliver such notices, reports, information or other deliverables shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Co-Lender Agreement.