Common use of Cure Rights of Controlling Noteholder Clause in Contracts

Cure Rights of Controlling Noteholder. (a) Subject to Section 11(b) below, in the event that the Mortgage Loan Borrower fails to make any monetary payment on the Mortgage Loan by the end of the any grace period (the “Grace Period”), if applicable, for such payment permitted under the applicable Mortgage Loan Documents (a “Monetary Default”), the Lead Securitization Noteholder shall provide written notice to the Controlling Noteholder and the Controlling Noteholder Representative of such default (the “Monetary Default Notice”). The Controlling Noteholder shall have the right, but not the obligation, to cure such Monetary Default within five (5) Business Days after receiving the Monetary Default Notice (the “Cure Period”) and at no other times. The Monetary Default Notice shall contain a statement in boldface font that the Controlling Noteholder’s or the Controlling Noteholder Representative’s failure to cure such Monetary Default within five (5) Business Days after receiving such notice will result in the termination of the right to cure such Monetary Default. At the time a payment is made to cure a Monetary Default, the Controlling Noteholder shall pay or reimburse the Lead Securitization Noteholder for all unreimbursed Advances (whether or not recoverable with respect to the Senior Notes, including principal and interest advances made with respect to Senior Notes under any Non-Lead Securitization Servicing Agreement), Advance Interest Amounts, any unpaid fees to any Servicer and any Additional Servicing Expenses. The Controlling Noteholder shall not be required, in order to effect a cure hereunder, to pay any default interest or late charges under the Mortgage Loan Documents. So long as a Monetary Default exists for which a cure payment permitted hereunder is made, such Monetary Default shall not be treated as an Event of Default by any Noteholder (including for purposes of (i) the definition of “Sequential Pay Event,” (ii) accelerating the Mortgage Loan, modifying, amending or waiving any provisions of the Mortgage Loan Documents or commencing proceedings for foreclosure or the taking of title by deed-in-lieu of foreclosure or other similar legal proceedings with respect to the Mortgaged Property; or (iii) treating the Mortgage Loan as a Specially Serviced Mortgage Loan); provided that such limitation shall not prevent the Lead Securitization Noteholder from collecting Default Interest or late charges from the Mortgage Loan Borrower. Any amounts advanced by the Controlling Noteholder on behalf of the Mortgage Loan Borrower to effect any cure shall be reimbursable to such Noteholder under Section 3 or Section 4, as applicable. (b) Notwithstanding anything to the contrary contained in Section 11(a), the Note B Holder shall be limited to a combined total of ten (10) cures of Monetary Defaults, no more than six (6) of which may occur within any consecutive 12-month period. Additional Cure Periods shall only be permitted with the consent of the Lead Securitization Noteholder. (c) No action taken by the Note B Holder in accordance with this Agreement shall excuse performance by the Mortgage Loan Borrower of its obligations under the Mortgage Loan Documents, and the Senior Noteholders’ rights under the Mortgage Loan Documents shall not be waived or prejudiced by virtue of the Note B Holder’s actions under this Agreement. Subject to the terms of this Agreement, the Note B Holder shall be subrogated to any Senior Noteholder’s rights to any payment owing to such Noteholder for which the Note B Holder makes a cure payment as permitted under this Section 11 but such subrogation rights may not be exercised against the Mortgage Loan Borrower until ninety-one (91) days after the Note is paid in full. (d) If an Event of Default (other than a Monetary Default) occurs and is continuing under the Mortgage Loan Documents (a “Non-Monetary Default”), the Lead Securitization Noteholder shall provide notice of such Non-Monetary Default to the Controlling Noteholder (or the Controlling Noteholder Representative) of such Non-Monetary Default (the “Non-Monetary Default Notice”) and the Controlling Noteholder shall have the right, but not the obligation, to cure such Non-Monetary Default until the later of (a) the same period of time as the Mortgage Loan Borrower under the Mortgage Loan Documents, without regard for the date of receipt by the Controlling Noteholder of the Non-Monetary Default Notice, and (b) thirty (30) days from the date of such Non-Monetary Default; provided, if such Non-Monetary Default is susceptible of cure but cannot reasonably be cured within such period and if curative action was promptly commenced and is being diligently pursued by the Controlling Noteholder, the Controlling Noteholder shall be given an additional period of time as is reasonably necessary to enable the Controlling Noteholder in the exercise of due diligence to cure such Non-Monetary Default for so long as (i) the Controlling Noteholder diligently and expeditiously proceeds to cure such Non-Monetary Default, (ii) the Controlling Noteholder makes all cure payments that it is permitted to make in accordance with the terms and provisions of Section 11(a) hereof, (iii) such additional period of time does not exceed ninety (90) days, (iv) such Non-Monetary Default is not caused by an Insolvency Proceeding and during such period of time that the Controlling Noteholder has to cure a Non-Monetary Default in accordance with this Section 11(d) (the “Non-Monetary Default Cure Period”) an Insolvency Proceeding does not occur and (v) during such Non-Monetary Default Cure Period, there is no material adverse effect on the Mortgage Loan Borrower or the Mortgaged Property or the value of the Mortgage Loan as a result of such Non-Monetary Default or the attempted cure. The Non-Monetary Default Notice shall contain a statement in boldface font that the Controlling Noteholder’s or the Controlling Noteholder Representative’s failure to cure such Non-Monetary Default within the applicable Non-Monetary Default Cure Period after receiving such notice will result in the termination of the right to cure such Non-Monetary Default. The Controlling Noteholder shall not contact the Mortgage Loan Borrower in order to effect any cures under Sections 11(a) or this 11(d) without the prior written consent of the Lead Securitization Noteholder.

Cure Rights of Controlling Noteholder. (a) Subject to Section 11(b) below, in the event that the Mortgage Loan Borrower fails to make any monetary payment of principal or interest on the Mortgage Loan by the end of the any applicable grace period (the “Grace Period”), if applicable, ) for such payment permitted under the applicable Mortgage Loan Documents (a “Monetary Default”), the Lead Securitization Noteholder Note A-1-1 Holder shall provide written notice to the Controlling Noteholder Note B-1 Holder and the Controlling Noteholder Representative (in each case, unless a Control Appraisal Period has occurred and is continuing) of such default (the “Monetary Default Notice”). The If the Note B-1 Holder or Controlling Noteholder shall have the rightRepresentative (in each case, but unless a Control Appraisal Period has occurred and is continuing) has not the obligation, to cure cured such Monetary Default within five (5) Business Days after receiving the Monetary Default Notice (Notice, the “Cure Period”) and at no other times. The Note A-1-1 Holder shall deliver an additional copy of the Monetary Default Notice shall contain that contains a statement in boldface font that this is a second notice and that the Controlling NoteholderNote B-1 Holder’s or the Controlling Noteholder Representative’s failure to cure such Monetary Default within five (5) Business Days after receiving such second notice will result in the termination of the right to cure such Monetary Default. The Note B-1 Holder (unless a Control Appraisal Period has occurred and is continuing) shall have the right, but not the obligation, to cure such Monetary Default after receiving the first Monetary Default Notice and until the period ending (3) Business Days after receiving the second Monetary Default Notice (the “Cure Period”) and at no other times. At the time a payment is made to cure a Monetary Default, the Controlling Noteholder Note B-1 Holder (unless a Control Appraisal Period has occurred and is continuing) shall pay or reimburse the Lead Securitization Noteholder Note A-1-1 Holder for all unreimbursed Advances (whether or not recoverable with respect to the Senior Notes, including principal and interest advances made with respect to Senior Notes under any Non-Lead Securitization Notes under the Non-Lead Servicing Agreement), Advance Interest Amounts, any unpaid fees to any Servicer specifically provided for in the Servicing Agreement and any Additional Servicing Expenses. The Controlling Noteholder Note B-1 Holder (unless a Control Appraisal Period has occurred and is continuing) shall not be required, in order to effect a cure hereunder, to pay any default interest or late charges under the Mortgage Loan Documents. So long as a Monetary Default exists for which a cure payment permitted hereunder is made, such Monetary Default shall not be treated as an Event of Default by any Noteholder the Note A-1-1 Holder (including for purposes of (i) the definition of “Sequential Pay Event,” (ii) accelerating the Mortgage Loan, modifying, amending or waiving any provisions of the Mortgage Loan Documents or commencing proceedings for foreclosure or the taking of title by deed-in-lieu of foreclosure or other similar legal proceedings with respect to the Mortgaged Property; or (iii) treating the Mortgage Loan as a Specially Serviced Mortgage Loan); provided that such limitation shall not prevent the Lead Securitization Noteholder Note A-1-1 Holder from collecting Default Interest or late charges from the Mortgage Loan Borrower. Any amounts advanced by the Controlling a Noteholder on behalf of the Mortgage Loan Borrower to effect any cure shall be reimbursable to such Noteholder under Section 3 or Section 4, as applicable. (b) Notwithstanding anything to the contrary contained in Section 11(a), the Note B B-1 Holder shall be limited to a combined total of ten four (104) cures of Monetary Defaults, no more than six three (63) of which may occur within any consecutive 12be consecutive, or Non-month periodMonetary Defaults over the term of the Mortgage Loan. Additional Cure Periods shall only be permitted with the consent of the Lead Securitization NoteholderNote A-1-1 Holder. (c) No action taken by the Note B B-1 Holder in accordance with this Agreement shall excuse performance by the Mortgage Loan Borrower of its obligations under the Mortgage Loan Documents, Documents and the Senior Noteholders’ Note Holder’s rights under the Mortgage Loan Documents shall not be waived or prejudiced by virtue of the Note B B-1 Holder’s actions under this Agreement. Subject to the terms of this Agreement, the Note B B-1 Holder shall be subrogated to any the Senior NoteholderNote Holder’s rights to any payment owing to such Noteholder the Senior Note Holders for which the Note B B-1 Holder makes a cure payment as permitted under this Section 11 but such subrogation rights may not be exercised against the Mortgage Loan Borrower until ninety-one (91) 91 days after the Note is paid in full. (d) If an Event of Default (other than a Monetary Default) occurs and is continuing under the Mortgage Loan Documents (a “Non-Monetary Default”), the Lead Securitization Noteholder Note A-1-1 Holder shall promptly provide notice of such Non-Monetary Default to the Controlling Noteholder Note B-1 Holder and the Note B Holder Representative (or the Controlling Noteholder Representativein each case, unless a Control Appraisal Period has occurred and is continuing) of such Non-Monetary Default failure (the “Non-Monetary Default Notice”) and the Controlling Noteholder Note B-1 Holder (unless a Control Appraisal Period has occurred and is continuing) shall have the right, but not the obligation, to cure such Non-Monetary Default until the later of (a) within the same period of time as the Mortgage Loan Borrower under the Mortgage Loan Documents, without regard for the date of receipt by the Controlling Noteholder of the Non-Monetary Default Notice, and (b) thirty (30) days from the date of Documents to cure such Non-Monetary Default; provided, however, if such Non-Monetary Default is susceptible of cure but cannot reasonably be cured within such period and if curative action was promptly commenced and is being diligently pursued by the Controlling NoteholderNote B-1 Holder (unless a Control Appraisal Period has occurred and is continuing), the Controlling Noteholder Note B-1 Holder (unless a Control Appraisal Period has occurred and is continuing) shall be given an additional period of time as is reasonably necessary to enable the Controlling Noteholder Note B-1 Holder (unless a Control Appraisal Period has occurred and is continuing) in the exercise of due diligence to cure such Non-Monetary Default for so long as (i) the Controlling Noteholder Note B-1 Holder (unless a Control Appraisal Period has occurred and is continuing) diligently and expeditiously proceeds to cure such Non-Monetary Default, (ii) the Controlling Noteholder Note B-1 Holder (unless a Control Appraisal Period has occurred and is continuing) makes all cure payments that it is permitted to make in accordance with the terms and provisions of Section 11(a) hereof, (iii) such additional period of time does not exceed ninety (90) days, (iv) such Non-Monetary Default is not caused by an Insolvency Proceeding and or during such period of time that the Controlling Noteholder Note B-1 Holder (unless a Control Appraisal Period has occurred and is continuing) has to cure a Non-Monetary Default in accordance with this Section 11(d) (the “Non-Monetary Default Cure Period”) ), an Insolvency Proceeding does not occur and (v) during such Non-Monetary Default Cure Period, there is no material adverse effect on the Mortgage Loan Borrower or the Mortgaged Property or the value of the Mortgage Loan as a result of such Non-Monetary Default or the attempted cure. The Non-Monetary Default Notice shall contain a statement in boldface font that the Controlling NoteholderNote B-1 Holder’s or the Controlling Noteholder Note B Holder Representative’s failure to cure such Non-Monetary Default within the applicable Non-Monetary Default Cure Period after receiving such notice will result in the termination of the right to cure such Non-Monetary Default. The Controlling Noteholder Note B-1 Holder (unless a Control Appraisal Period has occurred and is continuing) shall not contact the Mortgage Loan Borrower in order to effect any cures under Sections 11(a) or this 11(d) without unless it is in conjunction with the Special Servicer or the Note B-1 Holder (unless a Control Appraisal Period has occurred and is continuing) has obtained the prior written consent of the Lead Securitization NoteholderNote A-1 Holder.

Cure Rights of Controlling Noteholder. (a) Subject to Section 11(b) below, in the event that the Mortgage Loan Borrower fails to make any monetary payment of principal or interest on the Mortgage Loan by the end of the any applicable grace period (the “Grace Period”), if applicable, ) for such payment permitted under the applicable Mortgage Loan Documents (a “Monetary Default”), the Lead Securitization Noteholder shall provide written notice to the Controlling Noteholder Note B Holder and the Controlling Noteholder Representative of such default (the “Monetary Default Notice”). The Controlling Noteholder Note B Holder shall have the right, but not the obligation, to cure such Monetary Default within five (5) Business Days after receiving the Monetary Default Notice (the “Cure Period”) and at no other times. The Monetary Default Notice shall contain a statement in boldface font that the Controlling Noteholder’s or the Controlling Noteholder RepresentativeNote B Holder’s failure to cure such Monetary Default within five (5) Business Days after receiving such notice will result in the termination of the right to cure such Monetary Default. At the time a payment is made to cure a Monetary Default, the Controlling Noteholder Note B Holder shall pay or reimburse the Lead Securitization Noteholder for all unreimbursed Advances (whether or not recoverable with respect to the Senior Notes, including principal and interest advances made with respect to Senior Notes under any Non-Lead Securitization Notes under the Non-Lead Servicing Agreement), Advance Interest Amounts, any unpaid fees to any Servicer specifically provided for in the Servicing Agreement and any Additional Servicing Expenses. The Controlling Noteholder Note B Holder shall not be required, in order to effect a cure hereunder, to pay any default interest or late charges under the Mortgage Loan Documents. So long as a Monetary Default exists for which a cure payment permitted hereunder is made, such Monetary Default shall not be treated as an Event of Default by any the Lead Securitization Noteholder (including for purposes of (i) the definition of “Sequential Pay Event,” (ii) accelerating the Mortgage Loan, modifying, amending or waiving any provisions of the Mortgage Loan Documents or commencing proceedings for foreclosure or the taking of title by deed-in-lieu of foreclosure or other similar legal proceedings with respect to the Mortgaged Property; or (iii) treating the Mortgage Loan as a Specially Serviced Mortgage Loan); provided that such limitation shall not prevent the Lead Securitization Noteholder from collecting Default Interest or late charges from the Mortgage Loan Borrower. Any amounts advanced by the Controlling a Noteholder on behalf of the Mortgage Loan Borrower to effect any cure shall be reimbursable to such Noteholder under Section 3 or Section 4, as applicable. (b) Notwithstanding anything to the contrary contained in Section 11(a), the Note B Holder shall be limited to a combined total of ten four (104) cures of Monetary Defaults, no more than six three (63) of which may occur within any consecutive 12be consecutive, or Non-month periodMonetary Defaults over the term of the Mortgage Loan. Additional Cure Periods shall only be permitted with the consent of the Lead Securitization Noteholder. (c) No action taken by the Note B Holder in accordance with this Agreement shall excuse performance by the Mortgage Loan Borrower of its obligations under the Mortgage Loan Documents, Documents and the Senior Noteholders’ Noteholder’s rights under the Mortgage Loan Documents shall not be waived or prejudiced by virtue of the Note B Holder’s actions under this Agreement. Subject to the terms of this Agreement, the Note B Holder shall be subrogated to any the Senior Noteholder’s rights to any payment owing to such Noteholder the Senior Noteholders for which the Note B Holder makes a cure payment as permitted under this Section 11 but such subrogation rights may not be exercised against the Mortgage Loan Borrower until ninety-one (91) 91 days after the Note is paid in full. (d) If an Event of Default (other than a Monetary Default) occurs and is continuing under the Mortgage Loan Documents (a “Non-Monetary Default”), the Lead Securitization Noteholder shall promptly provide notice of such Non-Monetary Default to the Note B Holder and the Controlling Noteholder Representative (or the Controlling Noteholder Representativein each case, unless a Control Appraisal Period has occurred and is continuing) of such Non-Monetary Default failure (the “Non-Monetary Default Notice”) and the Controlling Noteholder Note B Holder (unless a Control Appraisal Period has occurred and is continuing) shall have the right, but not the obligation, to cure such Non-Monetary Default until the later of (a) within the same period of time as the Mortgage Loan Borrower under the Mortgage Loan Documents, without regard for the date of receipt by the Controlling Noteholder of the Non-Monetary Default Notice, and (b) thirty (30) days from the date of Documents to cure such Non-Monetary Default; provided, however, if such Non-Monetary Default is susceptible of cure but cannot reasonably be cured within such period and if curative action was promptly commenced and is being diligently pursued by the Controlling NoteholderNote B Holder (unless a Control Appraisal Period has occurred and is continuing), the Controlling Noteholder Note B Holder (unless a Control Appraisal Period has occurred and is continuing) shall be given an additional period of time as is reasonably necessary to enable the Controlling Noteholder Note B Holder (unless a Control Appraisal Period has occurred and is continuing) in the exercise of due diligence to cure such Non-Monetary Default for so long as (i) the Controlling Noteholder Note B Holder (unless a Control Appraisal Period has occurred and is continuing) diligently and expeditiously proceeds to cure such Non-Monetary Default, (ii) the Controlling Noteholder Note B Holder (unless a Control Appraisal Period has occurred and is continuing) makes all cure payments that it is permitted to make in accordance with the terms and provisions of Section 11(a) hereof, (iii) such additional period of time does not exceed ninety (90) days, (iv) such Non-Monetary Default is not caused by an Insolvency Proceeding and or during such period of time that the Controlling Noteholder Note B Holder (unless a Control Appraisal Period has occurred and is continuing) has to cure a Non-Monetary Default in accordance with this Section 11(d) (the “Non-Monetary Default Cure Period”) ), an Insolvency Proceeding does not occur and (v) during such Non-Monetary Default Cure Period, there is no material adverse effect on the Mortgage Loan Borrower or the Mortgaged Property or the value of the Mortgage Loan as a result of such Non-Monetary Default or the attempted cure. The Non-Monetary Default Notice shall contain a statement in boldface font that the Controlling NoteholderNote B Holder’s or the Controlling Noteholder Representative’s failure to cure such Non-Monetary Default within the applicable Non-Monetary Default Cure Period after receiving such notice will result in the termination of the right to cure such Non-Monetary Default. The Controlling Noteholder Note B Holder (unless a Control Appraisal Period has occurred and is continuing) shall not contact the Mortgage Loan Borrower in order to effect any cures under Sections 11(a) or this 11(d) without unless it is in conjunction with the Special Servicer or the Note B Holder (unless a Control Appraisal Period has occurred and is continuing) has obtained the prior written consent of the Lead Securitization Noteholder.

Cure Rights of Controlling Noteholder. (a) Subject to Section 11(b) below, in the event that the Mortgage Loan Borrower fails to make any monetary payment of principal or interest on the Mortgage Loan by the end of the any applicable grace period (the “Grace Period”), if applicable, ) for such payment permitted under the applicable Mortgage Loan Documents (a “Monetary Default”), the Lead Securitization Noteholder shall provide written notice to the Controlling Noteholder Representative (unless a Control Appraisal Period has occurred and the Controlling Noteholder Representative is continuing) of such default (the “Monetary Default Notice”). The If a Note B Holder (unless a Control Appraisal Period has occurred and is continuing) has not cured such Monetary Default within five (5) Business Days after receipt by the Controlling Noteholder Representative of the Monetary Default Notice, the Lead Securitization Noteholder shall deliver an additional copy of the Monetary Default Notice that contains a statement in boldface font that this is a second notice and that the Note B Holders’ failure to cure such Monetary Default within five (5) Business Days after receiving such second notice will result in the termination of the right to cure such Monetary Default. The Note B Holders (unless a Control Appraisal Period has occurred and is continuing) shall have the right, but not the obligation, to cure such Monetary Default within after receiving the first Monetary Default Notice and until the period ending five (5) Business Days after receiving the second Monetary Default Notice (the “Cure Period”) and at no other times. The Monetary Default Notice shall contain a statement in boldface font that the Controlling Noteholder’s or the Controlling Noteholder Representative’s failure to cure such Monetary Default within five (5) Business Days after receiving such notice will result in the termination of the right to cure such Monetary Default. At the time a payment is made to cure a Monetary Default, the Controlling Noteholder Note B Holders (unless a Control Appraisal Period has occurred and is continuing) shall pay or reimburse the Lead Securitization Noteholder for all unreimbursed Advances (whether or not recoverable with respect to the Senior A Notes, including principal and interest advances made with respect to Senior Notes under any the Non-Lead Securitization Notes under the Non-Lead Servicing AgreementAgreements), Advance Interest Amounts, any unpaid fees to any Servicer specifically provided for in the Servicing Agreement and any Additional Servicing Expenses. The Controlling Noteholder Note B Holders (unless a Control Appraisal Period has occurred and is continuing) shall not be required, in order to effect a cure hereunder, to pay any default interest or late charges under the Mortgage Loan Documents. So long as a Monetary Default exists for which a cure payment permitted hereunder is made, such Monetary Default shall not be treated as an Event of Default by any the Lead Securitization Noteholder (including for purposes of (i) the definition of “Sequential Pay Event,” (ii) accelerating the Mortgage Loan, modifying, amending or waiving any provisions of the Mortgage Loan Documents or commencing proceedings for foreclosure or the taking of title by deed-in-lieu of foreclosure or other similar legal proceedings with respect to the Mortgaged Property; or (iii) treating the Mortgage Loan as a Specially Serviced Mortgage Loan); provided that such limitation shall not prevent the Lead Securitization Noteholder from collecting Default Interest or late charges from the Mortgage Loan BorrowerBorrower and applying such amounts pursuant to Section 3 or 4 hereof. Any amounts advanced by the Controlling a Noteholder on behalf of the Mortgage Loan Borrower to effect any cure shall be reimbursable to such Noteholder under Section 3 or Section 4, as applicable. (b) Notwithstanding anything to the contrary contained in Section 11(a), the Note B Holder Holders shall be limited to a combined total of ten six (106) cures of Monetary Defaults, no more than six three (63) of which may occur within any consecutive 12be consecutive, or Non-month periodMonetary Defaults over the term of the Mortgage Loan. Additional Cure Periods shall only be permitted with the consent of the Lead Securitization Noteholder. (c) No action taken by the any Note B Holder in accordance with this Agreement shall excuse performance by the Mortgage Loan Borrower of its obligations under the Mortgage Loan Documents, Documents and the Senior NoteholdersNote A Holders’ rights under the Mortgage Loan Documents shall not be waived or prejudiced by virtue of the such Note B Holder’s actions under this Agreement. Subject to the terms of this Agreement, the Note B Holder Holders shall be subrogated to any Senior Noteholder’s the Note A Holders’ rights to any payment owing to such Noteholder the Note A Holders for which the any Note B Holder makes a cure payment as permitted under this Section 11 but such subrogation rights may not be exercised against the Mortgage Loan Borrower until ninety-one (91) 91 days after the Note is paid in full. (d) If an Event of Default (other than a Monetary Default) occurs and is continuing under the Mortgage Loan Documents (a “Non-Monetary Default”), the Lead Securitization Noteholder shall promptly provide notice of such Non-Monetary Default to the Controlling Noteholder Representative (or the Controlling Noteholder Representativeunless a Control Appraisal Period has occurred and is continuing) of such Non-Monetary Default failure (the “Non-Monetary Default Notice”) and the Controlling Noteholder Note B Holders (unless a Control Appraisal Period has occurred and is continuing) shall have the right, but not the obligation, to cure such Non-Monetary Default until the later of (a) within the same period of time as the Mortgage Loan Borrower under the Mortgage Loan Documents, without regard for the date of receipt by the Controlling Noteholder Note B Holders of the Non-Monetary Default Notice, and or in any event, up to forty (b40) thirty (30) days from the date of days, to cure such Non-Monetary Default; provided, however, if such Non-Monetary Default is susceptible of cure but cannot reasonably be cured within such period and if curative action was promptly commenced and is being diligently pursued by the Controlling NoteholderNote B Holders (unless a Control Appraisal Period has occurred and is continuing), the Controlling Noteholder Note B Holders (unless a Control Appraisal Period has occurred and is continuing) shall be given an additional period of time as is reasonably necessary to enable the Controlling Noteholder Note B Holders (unless a Control Appraisal Period has occurred and is continuing) in the exercise of due diligence to cure such Non-Monetary Default for so long as (i) the Controlling Noteholder Note B Holders (unless a Control Appraisal Period has occurred and is continuing) diligently and expeditiously proceeds proceed to cure such Non-Monetary Default, (ii) the Controlling Noteholder makes Note B Holders (unless a Control Appraisal Period has occurred and is continuing) make all cure payments that it is they are permitted to make in accordance with the terms and provisions of Section 11(a) hereof, (iii) such additional period of time does not exceed ninety sixty (9060) days, (iv) such Non-Monetary Default is not caused by an Insolvency Proceeding and or during such period of time that the Controlling Noteholder Note B Holders (unless a Control Appraisal Period has occurred and is continuing) have to cure a Non-Monetary Default in accordance with this Section 11(d) (the “Non-Monetary Default Cure Period”) ), an Insolvency Proceeding does not occur and (v) during such Non-Monetary Default Cure Period, there is no material adverse effect on the Mortgage Loan Borrower or the Mortgaged Property or the value of the Mortgage Loan as a result of such Non-Monetary Default or the attempted cure. The Non-Monetary Default Notice shall contain a statement in boldface font that the Controlling Noteholder’s Note B Holders’ or the Controlling Noteholder Representative’s failure to cure such Non-Monetary Default within the applicable Non-Monetary Default Cure Period after receiving such notice will result in the termination of the right to cure such Non-Monetary Default. The Controlling Noteholder Note B Holders (unless a Control Appraisal Period has occurred and is continuing) shall not contact the Mortgage Loan Borrower in order to effect any cures under Sections Section 11(a) or this 11(d) without unless it is in conjunction with the Special Servicer or the Note B Holders (unless a Control Appraisal Period has occurred and is continuing) have obtained the prior written consent of the Lead Securitization Noteholder.

Cure Rights of Controlling Noteholder. (a) Subject to Section 11(b) below, in the event that the Mortgage Loan Borrower fails to make any monetary payment on the Mortgage Loan by the end of the any grace period (the “Grace Period”), if applicable, for such payment permitted under the applicable Mortgage Loan Documents (a “Monetary Default”), the Lead Securitization Noteholder shall provide written notice to the Controlling Noteholder and the Controlling Noteholder Representative of such default (the “Monetary Default Notice”). The Controlling Noteholder shall have the right, but not the obligation, to cure such Monetary Default within five ten (510) Business Days after receiving the Monetary Default Notice (the “Cure Period”) and at no other times. The Monetary Default Notice shall contain a statement in boldface font that the Controlling Noteholder’s or the Controlling Noteholder Representative’s failure to cure such Monetary Default within five ten (510) Business Days after receiving such notice will result in the termination of the right to cure such Monetary Default. At the time a payment is made to cure a Monetary Default, the Controlling Noteholder shall pay or reimburse the Lead Securitization Noteholder for all unreimbursed Advances (whether or not recoverable with respect to the Senior Notes, including principal and interest advances made with respect to Senior Notes under any Non-Lead Securitization Servicing Agreement), Advance Interest Amounts, any unpaid fees to any Servicer and any Additional Servicing Expenses. The Controlling Noteholder shall not be required, in order to effect a cure hereunder, to pay any default interest or late charges under the Mortgage Loan Documents. So long as a Monetary Default exists for which a cure payment permitted hereunder is madetimely made in full, such Monetary Default shall not be treated as an Event of Default by any Noteholder (including for purposes of (i) the definition of “Sequential Pay Event,” (ii) accelerating the Mortgage Loan, modifying, amending or waiving any provisions of the Mortgage Loan Documents or commencing proceedings for foreclosure or the taking of title by deed-in-lieu of foreclosure or other similar legal proceedings with respect to the Mortgaged Property; or (iii) treating the Mortgage Loan as a Specially Serviced Mortgage Loan); provided that such limitation shall not prevent the Lead Securitization Noteholder from collecting Default Interest or late charges from the Mortgage Loan Borrower. Any amounts advanced by the Controlling Noteholder on behalf of the Mortgage Loan Borrower to effect any cure shall be reimbursable to such Noteholder under Section 3 or Section 4, as applicable. (b) Notwithstanding anything to the contrary contained in Section 11(a), the Note B Holder shall be limited to a combined total of ten fourteen (1014) cures of Monetary Defaults, no more than six (6) of which may occur within any consecutive 12-month period. Additional Cure Periods shall only be permitted with the consent of the Lead Securitization Noteholder. (c) No action taken by the Note B Holder in accordance with this Agreement to cure any Event of Default shall excuse performance by the Mortgage Loan Borrower of its obligations under the Mortgage Loan Documents, and the Senior Noteholders’ rights under the Mortgage Loan Documents shall not be waived or prejudiced by virtue of the Note B Holder’s actions under this Agreement. Subject to the terms of this Agreement, the Note B Holder shall be subrogated to any Senior Noteholder’s rights to any payment owing to such Noteholder for which the Note B Holder makes a cure payment as permitted under this Section 11 but such subrogation rights may not be exercised against the Mortgage Loan Borrower until ninety-one (91) days after the Note is paid in full. (d) If an Event of Default (other than a Monetary Default) occurs and is continuing under the Mortgage Loan Documents (a “Non-Monetary Default”), the Lead Securitization Noteholder shall provide notice of such Non-Monetary Default to the Controlling Noteholder (or the Controlling Noteholder Representative) of such Non-Monetary Default (the “Non-Monetary Default Notice”) and the Controlling Noteholder shall have the right, but not the obligation, to cure such Non-Monetary Default until the later of (a) the same period of time as the Mortgage Loan Borrower under the Mortgage Loan Documents, without regard for the date of receipt by the Controlling Noteholder of the Non-Monetary Default Notice, and (b) thirty (30) days from the date of such Non-Monetary Default; provided, if such Non-Monetary Default is susceptible of cure but cannot reasonably be cured within such period and if curative action was promptly commenced and is being diligently pursued by the Controlling Noteholder, the Controlling Noteholder shall be given an additional period of time as is reasonably necessary to enable the Controlling Noteholder in the exercise of due diligence to cure such Non-Monetary Default for so long as (i) the Controlling Noteholder diligently and expeditiously proceeds to cure such Non-Monetary Default, (ii) the Controlling Noteholder makes all cure payments that it is permitted to make in accordance with the terms and provisions of Section 11(a) hereof, (iii) such additional period of time does not exceed ninety (90) days, (iv) such Non-Monetary Default is not caused by an Insolvency Proceeding and during such period of time that the Controlling Noteholder has to cure a Non-Monetary Default in accordance with this Section 11(d) (the “Non-Monetary Default Cure Period”) an Insolvency Proceeding does not occur and (v) during such Non-Monetary Default Cure Period, there is no material adverse effect on the Mortgage Loan Borrower or the Mortgaged Property or the value of the Mortgage Loan as a result of such Non-Monetary Default or the attempted cure. The Non-Monetary Default Notice shall contain a statement in boldface font that the Controlling Noteholder’s or the Controlling Noteholder Representative’s failure to cure such Non-Monetary Default within the applicable Non-Monetary Default Cure Period after receiving such notice will result in the termination of the right to cure such Non-Monetary Default. The Controlling Noteholder shall not contact the Mortgage Loan Borrower in order to effect any cures under Sections 11(a) or this 11(d) without the prior written consent of the Lead Securitization Noteholder.

Cure Rights of Controlling Noteholder. Notwithstanding anything to the contrary in this Agreement, for so long as Note B is included in the Lead Securitization or is held by BANA (or an Affiliate of BANA), the provisions of this Section 11 shall not have any force or effect. (a) Subject to Section 11(b) below, in the event that the Mortgage Loan Borrower fails to make any monetary payment of principal or interest on the Mortgage Loan by the end of the any applicable grace period (the “Grace Period”), if applicable, ) for such payment permitted under the applicable Mortgage Loan Documents (a “Monetary Default”), the Lead Securitization Noteholder shall provide written notice to the Controlling Noteholder Note B Holder and the Controlling Noteholder Representative (in each case, unless a Control Appraisal Period has occurred and is continuing) of such default (the “Monetary Default Notice”). The If the Note B Holder or Controlling Noteholder shall have the rightRepresentative (in each case, but unless a Control Appraisal Period has occurred and is continuing) has not the obligation, to cure cured such Monetary Default within five (5) Business Days after receiving the Monetary Default Notice (Notice, the “Cure Period”) and at no other times. The Lead Securitization Noteholder shall deliver an additional copy of the Monetary Default Notice shall contain that contains a statement in boldface font that this is a second notice and that the Controlling NoteholderNote B Holder’s or the Controlling Noteholder Representative’s failure to cure such Monetary Default within five (5) Business Days after receiving such second notice will result in the termination of the right to cure such Monetary Default. The Note B Holder (unless a Control Appraisal Period has occurred and is continuing) shall have the right, but not the obligation, to cure such Monetary Default after receiving the first Monetary Default Notice and until the period ending (3) Business Days after receiving the second Monetary Default Notice (the “Cure Period”) and at no other times. At the time a payment is made to cure a Monetary Default, the Controlling Noteholder Note B Holder (unless a Control Appraisal Period has occurred and is continuing) shall pay or reimburse the Lead Securitization Noteholder for all unreimbursed Advances (whether or not recoverable with respect to the Senior Notes, including principal and interest advances made with respect to Senior Notes under any Non-Lead Securitization Notes under the Non-Lead Servicing Agreement), Advance Interest Amounts, any unpaid fees to any Servicer specifically provided for in the Servicing Agreement and any Additional Servicing Expenses. The Controlling Noteholder Note B Holder (unless a Control Appraisal Period has occurred and is continuing) shall not be required, in order to effect a cure hereunder, to pay any default interest or late charges under the Mortgage Loan Documents. So long as a Monetary Default exists for which a cure payment permitted hereunder is made, such Monetary Default shall not be treated as an Event of Default by any the Lead Securitization Noteholder (including for purposes of (i) the definition of “Sequential Pay Event,” (ii) accelerating the Mortgage Loan, modifying, amending or waiving any provisions of the Mortgage Loan Documents or commencing proceedings for foreclosure or the taking of title by deed-in-lieu of foreclosure or other similar legal proceedings with respect to the Mortgaged Property; or (iii) treating the Mortgage Loan as a Specially Serviced Mortgage Loan); provided that such limitation shall not prevent the Lead Securitization Noteholder from collecting Default Interest or late charges from the Mortgage Loan Borrower. Any amounts advanced by the Controlling a Noteholder on behalf of the Mortgage Loan Borrower to effect any cure shall be reimbursable to such Noteholder under Section 3 or Section 4, as applicable. (b) Notwithstanding anything to the contrary contained in Section 11(a), the Note B Holder shall be limited to a combined total of ten four (104) cures of Monetary Defaults, no more than six three (63) of which may occur within any consecutive 12be consecutive, or Non-month periodMonetary Defaults over the term of the Mortgage Loan. Additional Cure Periods shall only be permitted with the consent of the Lead Securitization Noteholder. (c) No action taken by the Note B Holder in accordance with this Agreement shall excuse performance by the Mortgage Loan Borrower of its obligations under the Mortgage Loan Documents, Documents and the Senior Noteholders’ Noteholder’s rights under the Mortgage Loan Documents shall not be waived or prejudiced by virtue of the Note B Holder’s actions under this Agreement. Subject to the terms of this Agreement, the Note B Holder shall be subrogated to any the Senior Noteholder’s rights to any payment owing to such Noteholder the Senior Noteholders for which the Note B Holder makes a cure payment as permitted under this Section 11 but such subrogation rights may not be exercised against the Mortgage Loan Borrower until ninety-one (91) 91 days after the Note is paid in full. (d) If an Event of Default (other than a Monetary Default) occurs and is continuing under the Mortgage Loan Documents (a “Non-Monetary Default”), the Lead Securitization Noteholder shall promptly provide notice of such Non-Monetary Default to the Note B Holder and the Controlling Noteholder Representative (or the Controlling Noteholder Representativein each case, unless a Control Appraisal Period has occurred and is continuing) of such Non-Monetary Default failure (the “Non-Monetary Default Notice”) and the Controlling Noteholder Note B Holder (unless a Control Appraisal Period has occurred and is continuing) shall have the right, but not the obligation, to cure such Non-Monetary Default until the later of (a) within the same period of time as the Mortgage Loan Borrower under the Mortgage Loan Documents, without regard for the date of receipt by the Controlling Noteholder of the Non-Monetary Default Notice, and (b) thirty (30) days from the date of Documents to cure such Non-Monetary Default; provided, however, if such Non-Monetary Default is susceptible of cure but cannot reasonably be cured within such period and if curative action was promptly commenced and is being diligently pursued by the Controlling NoteholderNote B Holder (unless a Control Appraisal Period has occurred and is continuing), the Controlling Noteholder Note B Holder (unless a Control Appraisal Period has occurred and is continuing) shall be given an additional period of time as is reasonably necessary to enable the Controlling Noteholder Note B Holder (unless a Control Appraisal Period has occurred and is continuing) in the exercise of due diligence to cure such Non-Monetary Default for so long as (i) the Controlling Noteholder Note B Holder (unless a Control Appraisal Period has occurred and is continuing) diligently and expeditiously proceeds to cure such Non-Monetary Default, (ii) the Controlling Noteholder Note B Holder (unless a Control Appraisal Period has occurred and is continuing) makes all cure payments that it is permitted to make in accordance with the terms and provisions of Section 11(a) hereof, (iii) such additional period of time does not exceed ninety (90) days, (iv) such Non-Monetary Default is not caused by an Insolvency Proceeding and or during such period of time that the Controlling Noteholder Note B Holder (unless a Control Appraisal Period has occurred and is continuing) has to cure a Non-Monetary Default in accordance with this Section 11(d) (the “Non-Monetary Default Cure Period”) ), an Insolvency Proceeding does not occur and (v) during such Non-Monetary Default Cure Period, there is no material adverse effect on the Mortgage Loan Borrower or the Mortgaged Property or the value of the Mortgage Loan as a result of such Non-Monetary Default or the attempted cure. The Non-Monetary Default Notice shall contain a statement in boldface font that the Controlling NoteholderNote B Holder’s or the Controlling Noteholder Representative’s failure to cure such Non-Monetary Default within the applicable Non-Monetary Default Cure Period after receiving such notice will result in the termination of the right to cure such Non-Monetary Default. The Controlling Noteholder Note B Holder (unless a Control Appraisal Period has occurred and is continuing) shall not contact the Mortgage Loan Borrower in order to effect any cures under Sections 11(a) or this 11(d) without unless it is in conjunction with the Special Servicer or the Note B Holder (unless a Control Appraisal Period has occurred and is continuing) has obtained the prior written consent of the Lead Securitization Noteholder.

Cure Rights of Controlling Noteholder. Notwithstanding anything to the contrary in this Agreement, for so long as Note B is included in the Lead Securitization, the provisions of this Section 11 shall not have any force or effect. (a) Subject to Section 11(b) below, in the event that the Mortgage Loan Borrower fails to make any monetary payment of principal or interest on the Mortgage Loan by the end of the any applicable grace period (the “Grace Period”), if applicable, ) for such payment permitted under the applicable Mortgage Loan Documents (a “Monetary Default”), the Lead Securitization Noteholder Note A-1 Holder shall provide written notice to the Controlling Noteholder Note B Holder and the Controlling Noteholder Representative (in each case, unless a Control Appraisal Period has occurred and is continuing) of such default (the “Monetary Default Notice”). The If the Note B Holder or Controlling Noteholder shall have the rightRepresentative (in each case, but unless a Control Appraisal Period has occurred and is continuing) has not the obligation, to cure cured such Monetary Default within five (5) Business Days after receiving the Monetary Default Notice (Notice, the “Cure Period”) and at no other times. The Note A-1 Holder shall deliver an additional copy of the Monetary Default Notice shall contain that contains a statement in boldface font that this is a second notice and that the Controlling NoteholderNote B Holder’s or the Controlling Noteholder Representative’s failure to cure such Monetary Default within five (5) Business Days after receiving such second notice will result in the termination of the right to cure such Monetary Default. The Note B Holder (unless a Control Appraisal Period has occurred and is continuing) shall have the right, but not the obligation, to cure such Monetary Default after receiving the first Monetary Default Notice and until the period ending (3) Business Days after receiving the second Monetary Default Notice (the “Cure Period”) and at no other times. At the time a payment is made to cure a Monetary Default, the Controlling Noteholder Note B Holder (unless a Control Appraisal Period has occurred and is continuing) shall pay or reimburse the Lead Securitization Noteholder Note A-1 Holder for all unreimbursed Advances (whether or not recoverable with respect to the Senior Notes, including principal and interest advances made with respect to Senior Notes under any Non-Lead Securitization Notes under the Non-Lead Servicing Agreement), Advance Interest Amounts, any unpaid fees to any Servicer specifically provided for in the Servicing Agreement and any Additional Servicing Expenses. The Controlling Noteholder Note B Holder (unless a Control Appraisal Period has occurred and is continuing) shall not be required, in order to effect a cure hereunder, to pay any default interest or late charges under the Mortgage Loan Documents. So long as a Monetary Default exists for which a cure payment permitted hereunder is made, such Monetary Default shall not be treated as an Event of Default by any Noteholder the Note A-1 Holder (including for purposes of (i) the definition of “Sequential Pay Event,” (ii) accelerating the Mortgage Loan, modifying, amending or waiving any provisions of the Mortgage Loan Documents or commencing proceedings for foreclosure or the taking of title by deed-in-lieu of foreclosure or other similar legal proceedings with respect to the Mortgaged Property; or (iii) treating the Mortgage Loan as a Specially Serviced Mortgage Loan); provided that such limitation shall not prevent the Lead Securitization Noteholder Note A-1 Holder from collecting Default Interest or late charges from the Mortgage Loan Borrower. Any amounts advanced by the Controlling a Noteholder on behalf of the Mortgage Loan Borrower to effect any cure shall be reimbursable to such Noteholder under Section 3 or Section 4, as applicable. (b) Notwithstanding anything to the contrary contained in Section 11(a), the Note B Holder shall be limited to a combined total of ten four (104) cures of Monetary Defaults, no more than six three (63) of which may occur within any consecutive 12be consecutive, or Non-month periodMonetary Defaults over the term of the Mortgage Loan. Additional Cure Periods shall only be permitted with the consent of the Lead Securitization NoteholderNote A-1 Holder. (c) No action taken by the Note B Holder in accordance with this Agreement shall excuse performance by the Mortgage Loan Borrower of its obligations under the Mortgage Loan Documents, Documents and the Senior Noteholders’ Note Holder’s rights under the Mortgage Loan Documents shall not be waived or prejudiced by virtue of the Note B Holder’s actions under this Agreement. Subject to the terms of this Agreement, the Note B Holder shall be subrogated to any the Senior NoteholderNote Holder’s rights to any payment owing to such Noteholder the Senior Note Holders for which the Note B Holder makes a cure payment as permitted under this Section 11 but such subrogation rights may not be exercised against the Mortgage Loan Borrower until ninety-one (91) 91 days after the Note is paid in full. (d) If an Event of Default (other than a Monetary Default) occurs and is continuing under the Mortgage Loan Documents (a “Non-Monetary Default”), the Lead Securitization Noteholder Note A-1 Holder shall promptly provide notice of such Non-Monetary Default to the Note B Holder and the Controlling Noteholder Representative (or the Controlling Noteholder Representativein each case, unless a Control Appraisal Period has occurred and is continuing) of such Non-Monetary Default failure (the “Non-Monetary Default Notice”) and the Controlling Noteholder Note B Holder (unless a Control Appraisal Period has occurred and is continuing) shall have the right, but not the obligation, to cure such Non-Monetary Default until the later of (a) within the same period of time as the Mortgage Loan Borrower under the Mortgage Loan Documents, without regard for the date of receipt by the Controlling Noteholder of the Non-Monetary Default Notice, and (b) thirty (30) days from the date of Documents to cure such Non-Monetary Default; provided, however, if such Non-Monetary Default is susceptible of cure but cannot reasonably be cured within such period and if curative action was promptly commenced and is being diligently pursued by the Controlling NoteholderNote B Holder (unless a Control Appraisal Period has occurred and is continuing), the Controlling Noteholder Note B Holder (unless a Control Appraisal Period has occurred and is continuing) shall be given an additional period of time as is reasonably necessary to enable the Controlling Noteholder Note B Holder (unless a Control Appraisal Period has occurred and is continuing) in the exercise of due diligence to cure such Non-Monetary Default for so long as (i) the Controlling Noteholder Note B Holder (unless a Control Appraisal Period has occurred and is continuing) diligently and expeditiously proceeds to cure such Non-Monetary Default, (ii) the Controlling Noteholder Note B Holder (unless a Control Appraisal Period has occurred and is continuing) makes all cure payments that it is permitted to make in accordance with the terms and provisions of Section 11(a) hereof, (iii) such additional period of time does not exceed ninety (90) days, (iv) such Non-Monetary Default is not caused by an Insolvency Proceeding and or during such period of time that the Controlling Noteholder Note B Holder (unless a Control Appraisal Period has occurred and is continuing) has to cure a Non-Monetary Default in accordance with this Section 11(d) (the “Non-Monetary Default Cure Period”) ), an Insolvency Proceeding does not occur and (v) during such Non-Monetary Default Cure Period, there is no material adverse effect on the Mortgage Loan Borrower or the Mortgaged Property or the value of the Mortgage Loan as a result of such Non-Monetary Default or the attempted cure. The Non-Monetary Default Notice shall contain a statement in boldface font that the Controlling NoteholderNote B Holder’s or the Controlling Noteholder Representative’s failure to cure such Non-Monetary Default within the applicable Non-Monetary Default Cure Period after receiving such notice will result in the termination of the right to cure such Non-Monetary Default. The Controlling Noteholder Note B Holder (unless a Control Appraisal Period has occurred and is continuing) shall not contact the Mortgage Loan Borrower in order to effect any cures under Sections 11(a) or this 11(d) without unless it is in conjunction with the Special Servicer or the Note B Holder (unless a Control Appraisal Period has occurred and is continuing) has obtained the prior written consent of the Lead Securitization NoteholderNote A-1 Holder.

Cure Rights of Controlling Noteholder. (a) Subject to Section 11(b) below, in the event that the Mortgage Loan Borrower fails to make any monetary payment of a liquidated sum of money due on the Mortgage Loan by the end of the any applicable grace period (the “Grace Period”), if applicable, any) for such payment permitted under the applicable Mortgage Loan Documents (a “Monetary Default”), the Lead Securitization Noteholder (or the Servicer acting on its behalf) shall provide written notice of such failure to the Controlling Junior Noteholder and (while it is the Controlling Noteholder) and its Operating Advisor (while the Junior Noteholder Representative of such default is the Controlling Noteholder) (the in each case, a “Monetary Default Notice”). The If the Junior Noteholder (while it is the Controlling Noteholder) or its Operating Advisor (while the Junior Noteholder shall have is the right, but Controlling Noteholder) has not the obligation, to cure cured such Monetary Default within five (5) Business Days after receiving the related Monetary Default Notice, the Lead Securitization Noteholder (or the Servicer acting on its behalf) shall deliver an additional copy of the Monetary Default Notice (the “Cure Period”) and at no other times. The Monetary Default Notice shall contain that contains a statement in boldface font that this is a second notice and that the Controlling Junior Noteholder’s or the Controlling Noteholder Representativeits Operating Advisor’s failure to cure such Monetary Default within five (5) Business Days after receiving such second notice will result in the termination of the right to cure such Monetary Default. The Junior Noteholder (while it is the Controlling Noteholder) or its Operating Advisor (while the Junior Noteholder is the Controlling Noteholder) shall have the right, but not the obligation, subject to the rights of any Mezzanine Lender set forth in the related intercreditor agreement, to cure such Monetary Default after receiving the first Monetary Default Notice and until the period ending five (5) Business Days after receiving the second Monetary Default Notice (the “Cure Period”) and at no other times. At the time a payment is made to cure a Monetary DefaultDefault as permitted hereunder, the Controlling Junior Noteholder (or its Operating Advisor) shall pay or reimburse the Lead Securitization Noteholder for all unreimbursed Advances (whether or not recoverable with respect to the Senior NotesLead Securitization Note or any Non-Lead Securitization Note, including principal and interest advances made with respect to Senior Notes such Non-Lead Securitization Note under any the related Non-Lead Securitization Servicing Agreement), Advance Interest Amounts, any unpaid fees to any Servicer or Non-Lead Servicer specifically provided for in the Lead Securitization Servicing Agreement and any Additional Servicing Expenses. At any time (while the Junior Noteholder is the Controlling Noteholder) the Junior Noteholder or its Operating Advisor believes that a Monetary Default has occurred, the Junior Noteholder and its Operating Advisor shall have the right (i) to send a written notice to the Servicer requesting written confirmation as to whether a Monetary Default has occurred and is continuing and, if the Servicer provides any such written confirmation indicating that a Monetary Default has occurred and is continuing, the Junior Noteholder or its Operating Advisor may proceed with exercising its cure rights as set forth herein, and (ii) pending its receipt of any written confirmation described in the foregoing clause (i), to tender a cure payment to the Servicer in the amount it reasonably believes necessary to cure such potential Monetary Default, which cure payment shall either be (A) in the event a Monetary Default has occurred, retained and applied to the cure of such Monetary Default in accordance with the terms hereof, or (B) in the event that no Monetary Default has occurred, returned by the Servicer to the Junior Noteholder or its Operating Advisor, as applicable. If the amount of a cure payment tendered by the Junior Noteholder or its Operating Advisor in accordance with this Section 11(a) is less than the amount necessary to effect a cure of a Monetary Default, such payment shall not effect a cure, but the Junior Noteholder or its Operating Advisor may effect a cure if it pays any deficiency within the applicable Cure Period in accordance with this Section 11(a). If the amount of a cure payment tendered by the Junior Noteholder or its Operating Advisor exceeds the amount necessary to effect a cure, the Servicer shall return such excess to the Junior Noteholder or its Operating Advisor, as applicable. The Controlling Junior Noteholder or its Operating Advisor (to the extent it is permitted to effect a cure hereunder) shall not be required, in order to effect a cure hereunder, to pay any default interest or late charges under the Mortgage Loan Documents. So long as a Monetary Default exists for which a cure payment permitted hereunder is timely made, such Monetary Default shall not be treated as an Event of Default by the Lead Securitization Noteholder (or any Noteholder Servicer on its behalf) (including for purposes of (i1) the definition of “Sequential Pay Event,” (ii2) accelerating the Mortgage Loan, modifying, amending or waiving any provisions of the Mortgage Loan Documents or commencing proceedings for foreclosure or the taking of title by deed-in-lieu of foreclosure or other similar legal proceedings with respect to the Mortgaged Property; or (iii3) treating the Mortgage Loan as a Specially Serviced Mortgage Loan); provided that such limitation shall not prevent the Lead Securitization Noteholder (or any Servicer on its behalf) from collecting Default Interest default interest or late charges from the Mortgage Loan Borrower. Any amounts advanced by the Controlling Junior Noteholder on behalf of or its Operating Advisor (to the Mortgage Loan Borrower extent permitted hereunder) to effect any cure shall be reimbursable to such the Junior Noteholder under Section 3 or Section 4, as applicable. (b) Notwithstanding anything to the contrary contained in Section 11(a), the Note B Holder Junior Noteholder and its Operating Advisor shall be limited to a combined total of ten six (106) cures of Monetary Defaults, no more than six three (63) of which may occur within any consecutive 12be consecutive, or Non-month periodMonetary Defaults over the term of the Mortgage Loan. Additional Cure Periods or additional Non-Monetary Default Cure Periods shall only be permitted with the consent of the Lead Securitization Noteholder. (c) No action taken by the Note B Holder Junior Noteholder (or its Operating Advisor) in accordance with this Agreement to cure any Event of Default shall excuse performance by the Mortgage Loan Borrower of its obligations under the Mortgage Loan Documents, Documents and the Senior Lead Securitization Noteholder’s and the Non-Lead Securitization Noteholders’ rights under the Mortgage Loan Documents shall not be waived or prejudiced by virtue of such actions of the Note B Holder’s actions Junior Noteholder (or its Operating Advisor) under this Agreement. Subject to the terms of this Agreement, the Note B Holder Junior Noteholder shall be subrogated to any Senior the Lead Securitization Noteholder’s and the Non-Lead Securitization Noteholders’ rights to any payment owing to such the Lead Securitization Noteholder and the Non-Lead Securitization Noteholders for which the Note B Holder Junior Noteholder (or its Operating Advisor) makes a cure payment as permitted under this Section 11 11, but such subrogation rights may not be exercised against the Mortgage Loan Borrower until ninety-one (91) 91 days after the Note Senior Notes is paid in full. (d) If an Event of Default (other than a Monetary Default) occurs and is continuing under the Mortgage Loan Documents (a “Non-Monetary Default”), the Lead Securitization Noteholder shall provide notice of such Non-Monetary Default to the Controlling Noteholder (or the Servicer acting on its behalf) shall promptly provide notice to the Junior Noteholder (while it is the Controlling Noteholder) and the Operating Advisor (while the Junior Noteholder Representativeis the Controlling Noteholder) of such Non-Monetary Default failure (the a “Non-Monetary Default Notice”) and the Junior Noteholder (while it is the Controlling Noteholder) and the Operating Advisor (while the Junior Noteholder is the Controlling Noteholder) shall have the right, but not the obligation, subject to the rights of any Mezzanine Lender set forth in the related intercreditor agreement, to cure such Non-Monetary Default until the later of (a) within the same period of time as the Mortgage Loan Borrower under the Mortgage Loan Documents, without regard for the date of receipt by the Junior Noteholder (while it is the Controlling Noteholder) or the Operating Advisor (while the Junior Noteholder is the Controlling Noteholder) of the related Non-Monetary Default Notice, and (b) thirty (30) days from the date of or in any event, up to 40 days, to cure such Non-Monetary Default; provided, however, if such Non-Monetary Default is susceptible of cure but cannot reasonably be cured within such period and if curative action was promptly commenced and is being diligently pursued by the Junior Noteholder (while it is the Controlling Noteholder) or the Operating Advisor (while the Junior Noteholder is the Controlling Noteholder), the Junior Noteholder (while it is the Controlling Noteholder) or the Operating Advisor (while the Junior Noteholder is the Controlling Noteholder) shall be given an additional period of time as is reasonably necessary to enable the Junior Noteholder (while it is the Controlling Noteholder) or the Operating Advisor (while the Junior Noteholder is the Controlling Noteholder), in the exercise of due diligence diligence, to cure such Non-Monetary Default for so long as (i) the Junior Noteholder (while it is the Controlling Noteholder) or the Operating Advisor (while the Junior Noteholder is the Controlling Noteholder) diligently and expeditiously proceeds to cure such Non-Monetary Default, (ii) the Junior Noteholder (while it is the Controlling Noteholder) or the Operating Advisor (while the Junior Noteholder is the Controlling Noteholder) makes all cure payments that it is permitted to make in accordance with the terms and provisions of Section 11(a) hereof, (iii) such additional period of time does not exceed ninety (90) days, (iv) such Non-Monetary Default is not caused by an Insolvency Proceeding and and, during such period of time that the Junior Noteholder (while it is the Controlling Noteholder) or the Operating Advisor (while the Junior Noteholder is the Controlling Noteholder) has to cure a Non-Monetary Default in accordance with this Section 11(d) (the “Non-Monetary Default Cure Period”) ), an Insolvency Proceeding does not occur and (v) during such the applicable Non-Monetary Default Cure Period, there is no material adverse effect on the Mortgage Loan Borrower or the Mortgaged Property or the value of the Mortgage Loan as a result of such Non-Monetary Default or the attempted cure. The applicable Non-Monetary Default Notice shall contain a statement in boldface font that the Junior Noteholder’s (while it is the Controlling Noteholder’s ) or the Operating Advisor’s (while the Junior Noteholder is the Controlling Noteholder Representative’s Noteholder) failure to cure such the related Non-Monetary Default within the applicable Non-Monetary Default Cure Period after receiving such notice will result in the termination of the right to cure such Non-Monetary Default. The Junior Noteholder (while it is the Controlling Noteholder) and the Operating Advisor (while the Junior Noteholder is the Controlling Noteholder) shall not contact the Mortgage Loan Borrower in order to effect any cures under Sections Section 11(a) or this Section 11(d) without unless it is in conjunction with the Special Servicer or the Junior Noteholder (while it is the Controlling Noteholder) or the Operating Advisor (while the Junior Noteholder is the Controlling Noteholder) has obtained the prior written consent of the Lead Securitization NoteholderNoteholder (or the Servicer on its behalf).

Cure Rights of Controlling Noteholder. (a) Subject to Section 11(b) below, in the event that the Mortgage Loan Borrower fails to make any monetary payment of principal or interest on the Mortgage Loan by the end of the any applicable grace period (the “Grace Period”), if applicable, for such payment permitted under the applicable Mortgage Loan Documents (a “Monetary Default”), the Lead Securitization Noteholder (or its Servicer) shall provide written notice to the Junior Noteholder (while it is the Controlling Noteholder Noteholder) and the Operating Advisor (while the Junior Noteholder is the Controlling Noteholder Representative of such default Noteholder) (in each case, the “Monetary Default Notice”). The If the Junior Noteholder (while it is the Controlling Noteholder) or the Operating Advisor (while the Junior Noteholder shall have is the right, but Controlling Noteholder) has not the obligation, to cure cured such Monetary Default within five three (53) Business Days after receiving the Monetary Default Notice (Notice, the “Cure Period”) and at no other times. The Lead Securitization Noteholder shall deliver an additional copy of the Monetary Default Notice shall contain that contains a statement in boldface font that this is a second notice and that the Controlling Junior Noteholder’s or the Controlling Noteholder Representativeits Operating Advisor’s failure to cure such Monetary Default within five (5) Business Days after receiving such second notice will result in the termination of the right to cure such Monetary Default. The Junior Noteholder (while it is the Controlling Noteholder) shall have the right, but not the obligation, to cure such Monetary Default after receiving the first Monetary Default Notice and until the period ending five (5) Business Days after receiving the second Monetary Default Notice (the “Cure Period”) and at no other times. At the time a payment is made to cure a Monetary DefaultDefault as permitted hereunder, the Controlling Junior Noteholder shall pay or reimburse the Lead Securitization Noteholder for all unreimbursed Advances (whether or not recoverable with respect to the Senior NotesLead Securitization Note and each Non-Lead Securitization Note, including principal and interest advances made with respect to Senior Notes under any such Non-Lead Securitization Note under the related Non-Lead Servicing Agreement), Advance Interest Amounts, any unpaid fees to any Servicer specifically provided for in the Securitization Servicing Agreement and any Additional Servicing Expenses. At any time (while the Junior Noteholder is the Controlling Noteholder) during which the Junior Noteholder believes that a Monetary Default has occurred, the Junior Noteholder shall have the right (i) to send a written notice to the Servicer requesting written confirmation as to whether a Monetary Default has occurred and is continuing and, if the Servicer provides any such written confirmation indicating that a Monetary Default has occurred and is continuing, the Junior Noteholder may proceed with exercising its cure rights as set forth herein, and (ii) pending its receipt of any written confirmation described in the foregoing clause (i), to tender a cure payment to the applicable Servicer in the amount it reasonably believes necessary to cure any such potential Monetary Default, which cure payment shall either be (A) in the event a Monetary Default has occurred, retained and applied to the cure of such Monetary Default in accordance with the terms hereof, or (B) in the event that no such Monetary Default has occurred, returned by the applicable Servicer to the Junior Noteholder. If the amount of a cure payment tendered by the Junior Noteholder is less than the amount necessary to effect a cure of a Monetary Default, such payment shall not effect a cure, but Junior Noteholder may effect a cure if it pays any deficiency within the Cure Period. If the amount of a cure payment tendered by the Junior Noteholder exceeds the amount necessary to effect a cure, the applicable Servicer shall return such excess to the Junior Noteholder. The Controlling Junior Noteholder (to the extent it is permitted to effect a cure hereunder) shall not be required, in order to effect a cure hereunder, to pay any default interest Default Interest or late charges under the Mortgage Loan Documents. So long as a Monetary Default exists for which a cure payment permitted hereunder is made, such Monetary Default shall not be treated as an Event of Default by any the Lead Securitization Noteholder (including for purposes of (i) the definition of “Sequential Pay Event,” (ii) accelerating the Mortgage Loan, modifying, amending or waiving any provisions of the Mortgage Loan Documents or commencing proceedings for foreclosure or the taking of title by deed-in-lieu of foreclosure or other similar legal proceedings with respect to the Mortgaged Property; or (iii) treating the Mortgage Loan as a Specially Serviced Mortgage Loan); provided that such limitation shall not prevent the Lead Securitization Noteholder from collecting Default Interest or late charges from the Mortgage Loan Borrower. Any amounts advanced by the Controlling Junior Noteholder (to the extent permitted hereunder) on behalf of the Mortgage Loan Borrower to effect any cure shall be reimbursable to such Noteholder under Section 3 or Section 4, as applicable. (b) Notwithstanding anything to the contrary contained in Section 11(a), the Note B Holder Junior Noteholder shall be limited to a combined total of ten six (106) cures of Monetary Defaults, no more than six three (63) of which may occur within any consecutive 12be consecutive, or Non-month periodMonetary Defaults over the term of the Mortgage Loan. Additional Cure Periods shall only be permitted with the consent of the Lead Securitization Noteholder. (c) No action taken by the Note B Holder Junior Noteholder in accordance with this Agreement shall excuse performance by the Mortgage Loan Borrower of its obligations under the Mortgage Loan Documents, Documents and the Senior Lead Securitization Noteholder’s and the Non-Lead Securitization Noteholders’ rights under the Mortgage Loan Documents shall not be waived or prejudiced by virtue of the Note B HolderJunior Noteholder’s actions under this Agreement. Subject to the terms of this Agreement, the Note B Holder Junior Noteholder shall be subrogated to any Senior the Lead Securitization Noteholder’s and the Non-Lead Securitization Noteholders’ rights to any payment owing to such the Lead Securitization Noteholder and the Non-Lead Securitization Noteholders for which the Note B Holder Junior Noteholder makes a cure payment as permitted under this Section 11 but such subrogation rights may not be exercised against the Mortgage Loan Borrower until ninety-one (91) 91 days after the Note is paid in full. (d) If an Event of Default (other than a Monetary Default) occurs and is continuing under the Mortgage Loan Documents (a “Non-Monetary Default”), the Lead Securitization Noteholder shall promptly provide notice of such Non-Monetary Default to the Controlling Noteholder (or and the Controlling Noteholder Representative) Operating Advisor of such Non-Monetary Default failure (the “Non-Monetary Default Notice”) and the Controlling Noteholder shall have the right, but not the obligation, to cure such Non-Monetary Default until the later of (a) within the same period of time as the Mortgage Loan Borrower under the Mortgage Loan Documents, without regard for the date of receipt by the Controlling Noteholder of the Non-Monetary Default Notice, and (b) thirty (30) days from the date of or in any event, up to 40 days, to cure such Non-Monetary Default; provided, however, if such Non-Monetary Default is susceptible of cure but cannot reasonably be cured within such period and if curative action was promptly commenced and is being diligently pursued by the Controlling Noteholder, the Controlling Noteholder shall be given an additional period of time as is reasonably necessary to enable the Controlling Noteholder in the exercise of due diligence to cure such Non-Monetary Default for so long as (i) the Controlling Noteholder diligently and expeditiously proceeds to cure such Non-Monetary Default, (ii) the Controlling Noteholder makes all cure payments that it is permitted to make in accordance with the terms and provisions of Section 11(a) hereof, (iii) such additional period of time does not exceed ninety sixty (9060) days, (iv) such Non-Monetary Default is not caused by an Insolvency Proceeding and or during such period of time that the Controlling Noteholder has to cure a Non-Monetary Default in accordance with this Section 11(d) (the “Non-Monetary Default Cure Period”) ), an Insolvency Proceeding does not occur and (v) during such Non-Monetary Default Cure Period, there is no material adverse effect on the Mortgage Loan Borrower or the Mortgaged Property or the value of the Mortgage Loan as a result of such Non-Monetary Default or the attempted cure. The Non-Monetary Default Notice shall contain a statement in boldface font that the Controlling Noteholder’s or the Controlling Noteholder RepresentativeOperating Advisor’s failure to cure such Non-Non- Monetary Default within the applicable Non-Monetary Default Cure Period after receiving such notice will result in the termination of the right to cure such Non-Monetary Default. The Controlling Noteholder shall not contact the Mortgage Loan Borrower in order to effect any cures under Sections 11(a) or this 11(d) without unless it is in conjunction with the Special Servicer or the Controlling Noteholder has obtained the prior written consent of the Lead Securitization Noteholder.

Cure Rights of Controlling Noteholder. (a) Subject to Section 11(b) below, in the event that the Mortgage Loan Borrower fails to make any monetary payment of a liquidated sum of money due on the Mortgage Loan by the end of the any applicable grace period (the “Grace Period”), if applicable, any) for such payment permitted under the applicable Mortgage Loan Documents (a “Monetary Default”), the Lead Securitization Noteholder (or the Servicer acting on its behalf) shall provide written notice of such failure to the Controlling Junior Noteholder and (while it is the Controlling Noteholder) and its Operating Advisor (while the Junior Noteholder Representative of such default is the Controlling Noteholder) (the in each case, a “Monetary Default Notice”). The If the Junior Noteholder (while it is the Controlling Noteholder) or its Operating Advisor (while the Junior Noteholder shall have is the right, but Controlling Noteholder) has not the obligation, to cure cured such Monetary Default within five (5) Business Days after receiving the related Monetary Default Notice, the Lead Securitization Noteholder (or the Servicer acting on its behalf) shall deliver an additional copy of the Monetary Default Notice (the “Cure Period”) and at no other times. The Monetary Default Notice shall contain that contains a statement in boldface font that this is a second notice and that the Controlling Junior Noteholder’s or the Controlling Noteholder Representativeits Operating Advisor’s failure to cure such Monetary Default within five (5) Business Days after receiving such second notice will result in the termination of the right to cure such Monetary Default. The Junior Noteholder (while it is the Controlling Noteholder) or its Operating Advisor (while the Junior Noteholder is the Controlling Noteholder) shall have the right, but not the obligation, subject to the rights of any Mezzanine Lender set forth in the related intercreditor agreement, to cure such Monetary Default after receiving the first Monetary Default Notice and until the period ending five (5) Business Days after receiving the second Monetary Default Notice (the “Cure Period”) and at no other times. At the time a payment is made to cure a Monetary DefaultDefault as permitted hereunder, the Controlling Junior Noteholder (or its Operating Advisor) shall pay or reimburse the Lead Securitization Noteholder for all unreimbursed Advances (whether or not recoverable with respect to the Senior NotesLead Securitization Note or any Non-Lead Securitization Note, including principal and interest advances made with respect to Senior Notes such Non-Lead Securitization Note under any the related Non-Lead Securitization Servicing Agreement), Advance Interest Amounts, any unpaid fees to any Servicer or Non-Lead Servicer specifically provided for in the Lead Securitization Servicing Agreement and any Additional Servicing Expenses. The Controlling Noteholder shall not be required, in order to effect a cure hereunder, to pay any default interest or late charges under the Mortgage Loan Documents. So long as a Monetary Default exists for which a cure payment permitted hereunder is made, such Monetary Default shall not be treated as an Event of Default by any Noteholder (including for purposes of (i) the definition of “Sequential Pay Event,” (ii) accelerating the Mortgage Loan, modifying, amending or waiving any provisions of the Mortgage Loan Documents or commencing proceedings for foreclosure or the taking of title by deed-in-lieu of foreclosure or other similar legal proceedings with respect to the Mortgaged Property; or (iii) treating the Mortgage Loan as a Specially Serviced Mortgage Loan); provided that such limitation shall not prevent the Lead Securitization Noteholder from collecting Default Interest or late charges from the Mortgage Loan Borrower. Any amounts advanced by the Controlling Noteholder on behalf of the Mortgage Loan Borrower to effect any cure shall be reimbursable to such Noteholder under Section 3 or Section 4, as applicable. (b) Notwithstanding anything to the contrary contained in Section 11(a), the Note B Holder shall be limited to a combined total of ten (10) cures of Monetary Defaults, no more than six (6) of which may occur within any consecutive 12-month period. Additional Cure Periods shall only be permitted with the consent of the Lead Securitization Noteholder. (c) No action taken by the Note B Holder in accordance with this Agreement shall excuse performance by the Mortgage Loan Borrower of its obligations under the Mortgage Loan Documents, and the Senior Noteholders’ rights under the Mortgage Loan Documents shall not be waived or prejudiced by virtue of the Note B Holder’s actions under this Agreement. Subject to the terms of this Agreement, the Note B Holder shall be subrogated to any Senior Noteholder’s rights to any payment owing to such Noteholder for which the Note B Holder makes a cure payment as permitted under this Section 11 but such subrogation rights may not be exercised against the Mortgage Loan Borrower until ninety-one (91) days after the Note is paid in full. (d) If an Event of Default (other than a Monetary Default) occurs and is continuing under the Mortgage Loan Documents (a “Non-Monetary Default”), the Lead Securitization Noteholder shall provide notice of such Non-Monetary Default to the Controlling Noteholder (or the Controlling Noteholder Representative) of such Non-Monetary Default (the “Non-Monetary Default Notice”) and the Controlling Noteholder shall have the right, but not the obligation, to cure such Non-Monetary Default until the later of (a) the same period of time as the Mortgage Loan Borrower under the Mortgage Loan Documents, without regard for the date of receipt by the Controlling Noteholder of the Non-Monetary Default Notice, and (b) thirty (30) days from the date of such Non-Monetary Default; provided, if such Non-Monetary Default is susceptible of cure but cannot reasonably be cured within such period and if curative action was promptly commenced and is being diligently pursued by the Controlling Noteholder, the Controlling Noteholder shall be given an additional period of time as is reasonably necessary to enable the Controlling Noteholder in the exercise of due diligence to cure such Non-Monetary Default for so long as (i) the Controlling Noteholder diligently and expeditiously proceeds to cure such Non-Monetary Default, (ii) the Controlling Noteholder makes all cure payments that it is permitted to make in accordance with the terms and provisions of Section 11(a) hereof, (iii) such additional period of time does not exceed ninety (90) days, (iv) such Non-Monetary Default is not caused by an Insolvency Proceeding and during such period of time that the Controlling Noteholder has to cure a Non-Monetary Default in accordance with this Section 11(d) (the “Non-Monetary Default Cure Period”) an Insolvency Proceeding does not occur and (v) during such Non-Monetary Default Cure Period, there is no material adverse effect on the Mortgage Loan Borrower or the Mortgaged Property or the value of the Mortgage Loan as a result of such Non-Monetary Default or the attempted cure. The Non-Monetary Default Notice shall contain a statement in boldface font that the Controlling Noteholder’s or the Controlling Noteholder Representative’s failure to cure such Non-Monetary Default within the applicable Non-Monetary Default Cure Period after receiving such notice will result in the termination of the right to cure such Non-Monetary Default. The Controlling Noteholder shall not contact the Mortgage Loan Borrower in order to effect any cures under Sections 11(a) or this 11(d) without the prior written consent of the Lead Securitization Noteholder.Servicing

Cure Rights of Controlling Noteholder. (a) Subject to Section 11(b) below, in the event that the Mortgage Loan Borrower fails to make any monetary payment on the Mortgage Loan by the end of the any grace period (the “Grace Period”), if applicable, for such payment permitted under the applicable Mortgage Loan Documents (a “Monetary Default”), the Lead Securitization Noteholder shall provide written notice to the Controlling Noteholder and the Controlling Noteholder Representative Junior Operating Advisor of such default (the “Monetary Default Notice”). If the Controlling Noteholder or the Junior Operating Advisor have not cured such Monetary Default within three (3) Business Days after receiving the related Monetary Default Notice, the Lead Securitization Noteholder shall deliver an additional copy of the Monetary Default Notice that contains a statement in boldface font that this is a second notice and that the Controlling Noteholder’s or the Junior Operating Advisor’s failure to cure such Monetary Default within five (5) Business Days after receiving such second notice will result in the termination of the right to cure such Monetary Default. The Controlling Noteholder shall have the right, but not the obligation, to cure such Monetary Default within until the period ending five (5) Business Days after receiving the second Monetary Default Notice (the “Cure Period”) and at no other times. The Monetary Default Notice shall contain a statement in boldface font that the Controlling Noteholder’s or the Controlling Noteholder Representative’s failure to cure such Monetary Default within five (5) Business Days after receiving such notice will result in the termination of the right to cure such Monetary Default. At the time a payment is made to cure a Monetary Default, the Controlling Noteholder shall pay or reimburse the Lead Securitization Noteholder for all unreimbursed Advances (whether or not recoverable with respect to the Senior NotesNote A-1 and Note A-2, including principal and interest advances made with respect to Senior Notes Note A-2 under any the Non-Lead Securitization Servicing Agreement), Advance Interest Amounts, any unpaid fees to any Servicer specifically provided for in the Securitization Servicing Agreement and any Additional Servicing Expenses. At any time the Controlling Noteholder or the Junior Operating Advisor believe that a Monetary Default has occurred, the Controlling Noteholder and the Junior Operating Advisor shall have the right (i) to send a written notice to the Servicer requesting written confirmation as to whether a Monetary Default has occurred and is continuing and, if the Servicer provides any such written confirmation indicating that a Monetary Default has occurred and is continuing, the Controlling Noteholder or the Junior Operating Advisor may proceed with exercising its cure rights as set forth herein, and (ii) pending its receipt of any written confirmation described in the foregoing clause (i), to tender a cure payment to the Servicer in the amount it reasonably believes necessary to cure such potential Monetary Default, which cure payment shall either be (A) in the event a Monetary Default has occurred, retained and applied to the cure of such Monetary Default in accordance with the terms hereof, or (B) in the event that no Monetary Default has occurred, returned by the Servicer to the Controlling Noteholder or the Junior Operating Advisor, as applicable. If the amount of a cure payment tendered by the Controlling Noteholder or the Junior Operating Advisor in accordance with this Section 11(a) is less than the amount necessary to effect a cure of a Monetary Default, such payment shall not effect a cure, but the Controlling Noteholder or the Junior Operating Advisor may effect a cure if it pays any deficiency within the applicable Cure Period in accordance with this Section 11(a). If the amount of a cure payment tendered by the Controlling Noteholder or the Junior Operating Advisor exceeds the amount necessary to effect a cure, the Lead Securitization Noteholder shall return such excess to the Controlling Noteholder or the Junior Operating Advisor, as applicable. The Controlling Noteholder (or Junior Operating Advisor, as applicable) shall not be required, in order to effect a cure hereunder, to pay any default interest or late charges under the Mortgage Loan Documents. So long as a Monetary Default exists for which a cure payment permitted hereunder is made, such Monetary Default shall not be treated as an Event of Default by any the Lead Securitization Noteholder or the Non-Lead Securitization Noteholder (including for purposes of (i) the definition of “Sequential Pay Event,” (ii) accelerating the Mortgage Loan, modifying, amending or waiving any provisions of the Mortgage Loan Documents or commencing proceedings for foreclosure or the taking of title by deed-in-lieu of foreclosure or other similar legal proceedings with respect to the Mortgaged Property; or (iii) treating the Mortgage Loan as a Specially Serviced Mortgage Loan); provided that such limitation shall not prevent the Lead Securitization Noteholder from collecting Default Interest or late charges from the Mortgage Loan Borrower. Any amounts advanced by the Controlling a Noteholder on behalf of the Mortgage Loan Borrower to effect any cure shall be reimbursable to such Noteholder under Section 3 or Section 4, as applicable. (b) Notwithstanding anything to the contrary contained in Section 11(a), the Note B Holder shall be limited to a combined total of ten six (106) cures of Monetary Defaults, no more than six three (63) of which may occur within any consecutive 12be consecutive, or Non-month periodMonetary Defaults over the term of the Mortgage Loan. Additional Cure Periods shall only be permitted with the consent of the Lead Securitization Noteholder. (c) No action taken by the Note B Holder in accordance with this Agreement to cure any Event of Default shall excuse performance by the Mortgage Loan Borrower of its obligations under the Mortgage Loan Documents, Documents and the Senior Noteholders’ Note A-1 Holder’s and the Note A-2 Holder’s rights under the Mortgage Loan Documents shall not be waived or prejudiced by virtue of the Note B Holder’s actions under this Agreement. Subject to the terms of this Agreement, the Note B Holder shall be subrogated to any Senior Noteholderthe Note A-1 Holder’s and the Note A-2 Holder’s rights to any payment owing to such Noteholder the Note A-1 Holder and the Note A-2 Holder for which the Note B Holder makes a cure payment as permitted under this Section 11 but such subrogation rights may not be exercised against the Mortgage Loan Borrower until ninety-one (91) days after the Note is paid in full. (d) If an Event of Default (other than a Monetary Default) occurs and is continuing under the Mortgage Loan Documents (a “Non-Monetary Default”), the Lead Securitization Noteholder shall provide notice of such Non-Monetary Default to the Controlling Noteholder (or and the Controlling Noteholder Representative) Junior Operating Advisor of such Non-Monetary Default (the “Non-Monetary Default Notice”) and the Controlling Noteholder shall have the right, but not the obligation, to cure such Non-Monetary Default until the later of (a) the same period of time as the Mortgage Loan Borrower under the Mortgage Loan Documents, without regard for the date of receipt by the Controlling Noteholder of the Non-Monetary Default Notice, and (b) at least thirty (30) days from the date of such Non-Monetary Default, to cure such Non-Monetary Default; provided, however, if such Non-Monetary Default is susceptible of cure but cannot reasonably be cured within such period and if curative action was promptly commenced and is being diligently pursued by the Controlling Noteholder, the Controlling Noteholder shall be given an additional period of time as is reasonably necessary to enable the Controlling Noteholder in the exercise of due diligence to cure such Non-Monetary Default for so long as (i) the Controlling Noteholder diligently and expeditiously proceeds to cure such Non-Monetary Default, (ii) the Controlling Noteholder makes all cure payments that it is permitted to make in accordance with the terms and provisions of Section 11(a) hereof, (iii) such additional period of time does not exceed ninety sixty (9060) days, (iv) such Non-Monetary Default is not caused by an Insolvency Proceeding and or during such period of time that the Controlling Noteholder has to cure a Non-Monetary Default in accordance with this Section 11(d) (the “Non-Monetary Default Cure Period”) ), an Insolvency Proceeding does not occur and (v) during such Non-Monetary Default Cure Period, there is no material adverse effect on the Mortgage Loan Borrower or the Mortgaged Property or the value of the Mortgage Loan as a result of such Non-Monetary Default or the attempted cure. The Non-Monetary Default Notice shall contain a statement in boldface font that the Controlling Noteholder’s or the Controlling Noteholder RepresentativeJunior Operating Advisor’s failure to cure such Non-Monetary Default within the applicable Non-Monetary Default Cure Period after receiving such notice will result in the termination of the right to cure such Non-Monetary Default. The Controlling Noteholder shall not contact the Mortgage Loan Borrower in order to effect any cures under Sections 11(a) or this 11(d) without the prior written consent of the Lead Securitization Noteholder.

Cure Rights of Controlling Noteholder. (a) Subject to Section 11(b) below, in the event that the Mortgage Loan Borrower fails to make any monetary payment of a liquidated sum of money due on the Mortgage Loan by the end of the any applicable grace period (the “Grace Period”), if applicable, any) for such payment permitted under the applicable Mortgage Loan Documents (a “Monetary Default”), the Lead Securitization Noteholder (or the Servicer acting on its behalf) shall provide written notice of such failure to the Controlling Junior Noteholder and (while it is the Controlling Noteholder) and its Operating Advisor (while the Junior Noteholder Representative of such default is the Controlling Noteholder) (the in each case, a “Monetary Default Notice”). The If the Junior Noteholder (while it is the Controlling Noteholder) or its Operating Advisor (while the Junior Noteholder shall have is the right, but Controlling Noteholder) has not the obligation, to cure cured such Monetary Default within five (5) Business Days after receiving the related Monetary Default Notice, the Lead Securitization Noteholder (or the Servicer acting on its behalf) shall deliver an additional copy of the Monetary Default Notice (the “Cure Period”) and at no other times. The Monetary Default Notice shall contain that contains a statement in boldface font that this is a second notice and that the Controlling Junior Noteholder’s or the Controlling Noteholder Representativeits Operating Advisor’s failure to cure such Monetary Default within five (5) Business Days after receiving such second notice will result in the termination of the right to cure such Monetary Default. The Junior Noteholder (while it is the Controlling Noteholder) or its Operating Advisor (while the Junior Noteholder is the Controlling Noteholder) shall have the right, but not the obligation, subject to the rights of the Leasehold Lender set forth in the Leasehold Lender Intercreditor Agreement or any mezzanine lender set forth in any related intercreditor agreement, if any, to cure such Monetary Default after receiving the first Monetary Default Notice and until the period ending five (5) Business Days after receiving the second Monetary Default Notice (the “Cure Period”) and at no other times. At the time a payment is made to cure a Monetary DefaultDefault as permitted hereunder, the Controlling Junior Noteholder (or its Operating Advisor) shall pay or reimburse the Lead Securitization Noteholder for all unreimbursed Advances (whether or not recoverable with respect to the Senior NotesLead Securitization Note or any Non-Lead Securitization Note, including principal and interest advances made with respect to Senior Notes such Non-Lead Securitization Note under any the related Non-Lead Securitization Servicing Agreement), Advance Interest Amounts, any unpaid fees to any Servicer or Non-Lead Servicer specifically provided for in the Lead Securitization Servicing Agreement and any Additional Servicing Expenses. At any time (while the Junior Noteholder is the Controlling Noteholder) the Junior Noteholder or its Operating Advisor believes that a Monetary Default has occurred, the Junior Noteholder and its Operating Advisor shall have the right (i) to send a written notice to the Servicer requesting written confirmation as to whether a Monetary Default has occurred and is continuing and, if the Servicer provides any such written confirmation indicating that a Monetary Default has occurred and is continuing, the Junior Noteholder or its Operating Advisor may proceed with exercising its cure rights as set forth herein, and (ii) pending its receipt of any written confirmation described in the foregoing clause (i), to tender a cure payment to the Servicer in the amount it reasonably believes necessary to cure such potential Monetary Default, which cure payment shall either be (A) in the event a Monetary Default has occurred, retained and applied to the cure of such Monetary Default in accordance with the terms hereof, or (B) in the event that no Monetary Default has occurred, returned by the Servicer to the Junior Noteholder or its Operating Advisor, as applicable. If the amount of a cure payment tendered by the Junior Noteholder or its Operating Advisor in accordance with this Section 11(a) is less than the amount necessary to effect a cure of a Monetary Default, such payment shall not effect a cure, but the Junior Noteholder or its Operating Advisor may effect a cure if it pays any deficiency within the applicable Cure Period in accordance with this Section 11(a). If the amount of a cure payment tendered by the Junior Noteholder or its Operating Advisor exceeds the amount necessary to effect a cure, the Servicer shall return such excess to the Junior Noteholder or its Operating Advisor, as applicable. The Controlling Junior Noteholder or its Operating Advisor (to the extent it is permitted to effect a cure hereunder) shall not be required, in order to effect a cure hereunder, to pay any default interest or late charges under the Mortgage Loan Documents. So long as a Monetary Default exists for which a cure payment permitted hereunder is timely made, such Monetary Default shall not be treated as an Event of Default by the Lead Securitization Noteholder (or any Noteholder Servicer on its behalf) (including for purposes of (i1) the definition of “Sequential Pay Event,” (ii2) accelerating the Mortgage Loan, modifying, amending or waiving any provisions of the Mortgage Loan Documents or commencing proceedings for foreclosure or the taking of title by deed-in-lieu of foreclosure or other similar legal proceedings with respect to the Mortgaged Property; or (iii3) treating the Mortgage Loan as a Specially Serviced Mortgage Loan); provided that such limitation shall not prevent the Lead Securitization Noteholder (or any Servicer on its behalf) from collecting Default Interest default interest or late charges from the Mortgage Loan Borrower. Any amounts advanced by the Controlling Junior Noteholder on behalf of or its Operating Advisor (to the Mortgage Loan Borrower extent permitted hereunder) to effect any cure shall be reimbursable to such the Junior Noteholder under Section 3 or Section 4, as applicable. (b) Notwithstanding anything to the contrary contained in Section 11(a), the Note B Holder Junior Noteholder and its Operating Advisor shall be limited to a combined total of ten (10i) six (6) cures of Monetary DefaultsDefaults over the term of the Mortgage Loan, no more than four (4) of which may be consecutive and (ii) six (6) cures of which may occur within any consecutive 12Non-month periodMonetary Defaults over the term of the Mortgage Loan. Additional Cure Periods or additional Non-Monetary Default Cure Periods shall only be permitted with the consent of the Lead Securitization Noteholder. (c) No action taken by the Note B Holder Junior Noteholder (or its Operating Advisor) in accordance with this Agreement to cure any Event of Default shall excuse performance by the Mortgage Loan Borrower of its obligations under the Mortgage Loan Documents, Documents and the Senior Lead Securitization Noteholder’s and the Non-Lead Securitization Noteholders’ rights under the Mortgage Loan Documents shall not be waived or prejudiced by virtue of such actions of the Note B Holder’s actions Junior Noteholder (or its Operating Advisor) under this Agreement. Subject to the terms of this Agreement, the Note B Holder Junior Noteholder shall be subrogated to any Senior the Lead Securitization Noteholder’s and the Non-Lead Securitization Noteholders’ rights to any payment owing to such the Lead Securitization Noteholder and the Non-Lead Securitization Noteholders for which the Note B Holder Junior Noteholder (or its Operating Advisor) makes a cure payment as permitted under this Section 11 11, but such subrogation rights may not be exercised against the Mortgage Loan Borrower until ninety-one (91) 91 days after the Note Senior Notes is paid in full. (d) If an Event of Default (other than a Monetary Default) occurs and is continuing under the Mortgage Loan Documents (a “Non-Monetary Default”), the Lead Securitization Noteholder shall provide notice of such Non-Monetary Default to the Controlling Noteholder (or the Servicer acting on its behalf) shall promptly provide notice to the Junior Noteholder (while it is the Controlling Noteholder) and the Operating Advisor (while the Junior Noteholder Representativeis the Controlling Noteholder) of such Non-Monetary Default failure (the a “Non-Monetary Default Notice”) and the Junior Noteholder (while it is the Controlling Noteholder) and the Operating Advisor (while the Junior Noteholder is the Controlling Noteholder) shall have the right, but not the obligation, subject to the rights of the Leasehold Lender set forth in the Leasehold Lender Intercreditor Agreement or any mezzanine lender set forth in any related intercreditor agreement, to cure such Non-Monetary Default until the later of (a) the same expiration date of the cure period of time as afforded to the Mortgage Loan Borrower under the Mortgage Loan Documents, without regard for the date of receipt by the Junior Noteholder (while it is the Controlling Noteholder) or the Operating Advisor (while the Junior Noteholder is the Controlling Noteholder) of the related Non-Monetary Default Notice, and or (b) thirty (30) days from the date that is 40 days after the date of receipt by the Junior Noteholder of such Non-Monetary DefaultDefault Notice; provided, however, if such Non-Monetary Default is susceptible of cure but cannot reasonably be cured within such period and if curative action was promptly commenced and is being diligently pursued by the Junior Noteholder (while it is the Controlling Noteholder) or the Operating Advisor (while the Junior Noteholder is the Controlling Noteholder), the Junior Noteholder (while it is the Controlling Noteholder) or the Operating Advisor (while the Junior Noteholder is the Controlling Noteholder) shall be given an additional period of time as is reasonably necessary to enable the Junior Noteholder (while it is the Controlling Noteholder) or the Operating Advisor (while the Junior Noteholder is the Controlling Noteholder), in the exercise of due diligence diligence, to cure such Non-Monetary Default for so long as (i) the Junior Noteholder (while it is the Controlling Noteholder) or the Operating Advisor (while the Junior Noteholder is the Controlling Noteholder) diligently and expeditiously proceeds to cure such Non-Monetary Default, (ii) the Junior Noteholder (while it is the Controlling Noteholder) or the Operating Advisor (while the Junior Noteholder is the Controlling Noteholder) makes all cure payments that it is permitted to make in accordance with the terms and provisions of Section 11(a) hereof, (iii) such additional period of time does not exceed ninety (90) days, (iv) such Non-Monetary Default is not caused by an Insolvency Proceeding and and, during such period of time that the Junior Noteholder (while it is the Controlling Noteholder) or the Operating Advisor (while the Junior Noteholder is the Controlling Noteholder) has to cure a Non-Monetary Default in accordance with this Section 11(d) (the “Non-Monetary Default Cure Period”) ), an Insolvency Proceeding does not occur and (v) during such the applicable Non-Monetary Default Cure Period, there is no material adverse effect on the Mortgage Loan Borrower or the Mortgaged Property or the value of the Mortgage Loan as a result of such Non-Monetary Default or the attempted cure. The applicable Non-Monetary Default Notice shall contain a statement in boldface font that the Junior Noteholder’s (while it is the Controlling Noteholder’s ) or the Operating Advisor’s (while the Junior Noteholder is the Controlling Noteholder Representative’s Noteholder) failure to cure such the related Non-Monetary Default within the applicable Non-Monetary Default Cure Period after receiving such notice will result in the termination of the right to cure such Non-Monetary Default. The Junior Noteholder (while it is the Controlling Noteholder) and the Operating Advisor (while the Junior Noteholder is the Controlling Noteholder) shall not contact the Mortgage Loan Borrower in order to effect any cures under Sections Section 11(a) or this Section 11(d) without unless it is in conjunction with the Special Servicer or the Junior Noteholder (while it is the Controlling Noteholder) or the Operating Advisor (while the Junior Noteholder is the Controlling Noteholder) has obtained the prior written consent of the Lead Securitization NoteholderNoteholder (or the Servicer on its behalf); provided that the Lead Securitization Noteholder (or the Servicer on its behalf) shall not unreasonably withhold, condition or delay written consent if such contact is reasonably necessary for the Junior Noteholder to effectuate such cure.

Cure Rights of Controlling Noteholder. (a) Subject to Section 11(b) below, in the event that the Mortgage Loan Borrower fails to make any monetary payment of principal or interest on the Mortgage Loan by the end of the any applicable grace period (the “Grace Period”), if applicable, ) for such payment permitted under the applicable Mortgage Loan Documents (a “Monetary Default”), the Lead Securitization Noteholder shall provide written notice to the Controlling Noteholder and the Controlling Noteholder Representative Junior Operating Advisor of such default (the “Monetary Default Notice”). The Controlling Noteholder shall have the right, but not the obligation, to cure such Monetary Default within five (5) Business Days after receiving the Monetary Default Notice (the “Cure Period”) and at no other times. The Monetary Default Notice shall contain a statement in boldface font that the Controlling Noteholder’s or the Controlling Noteholder RepresentativeJunior Operating Advisor’s failure to cure such Monetary Default within five (5) Business Days after receiving such notice will result in the termination of the right to cure such Monetary Default. At the time a payment is made to cure a Monetary Default, the Controlling Noteholder shall pay or reimburse the Lead Securitization Noteholder for all unreimbursed Advances (whether or not recoverable with respect to the Senior NotesNote A-1 and Note A-2, including principal and interest advances made with respect to Senior Notes Note A-2 under any the Non-Lead Securitization Servicing Agreement), Advance Interest Amounts, any unpaid fees to any Servicer and any Additional Servicing Expenses. The Controlling Noteholder shall not be required, in order to effect a cure hereunder, to pay any default interest or late charges under the Mortgage Loan Documents. So long as a Monetary Default exists for which a cure payment permitted hereunder is made, such Monetary Default shall not be treated as an Event of Default by any the Lead Securitization Noteholder or the Non-Lead Securitization Noteholder (including for purposes of (i) the definition of “Sequential Pay Event,” (ii) accelerating the Mortgage Loan, modifying, amending or waiving any provisions of the Mortgage Loan Documents or commencing proceedings for foreclosure or the taking of title by deed-in-lieu of foreclosure or other similar legal proceedings with respect to the Mortgaged Property; or (iii) treating the Mortgage Loan as a Specially Serviced Mortgage Loan); provided that such limitation shall not prevent the Lead Securitization Noteholder from collecting Default Interest or late charges from the Mortgage Loan Borrower. Any amounts advanced by the Controlling a Noteholder on behalf of the Mortgage Loan Borrower to effect any cure shall be reimbursable to such Noteholder under Section 3 or Section 4, as applicable. (b) Notwithstanding anything to the contrary contained in Section 11(a), the Note B Holder shall be limited to a combined total of ten (10) cures of Monetary Defaults, no more than six four (64) of which may occur within any consecutive 12be consecutive, or Non-month periodMonetary Defaults over the term of the Mortgage Loan. Additional Cure Periods shall only be permitted with the consent of the Lead Securitization Noteholder. (c) No action taken by the Note B Holder in accordance with this Agreement shall excuse performance by the Mortgage Loan Borrower of its obligations under the Mortgage Loan Documents, Documents and the Senior Noteholders’ Note A-1 Holder’s and the Note A-2 Holder’s rights under the Mortgage Loan Documents shall not be waived or prejudiced by virtue of the Note B Holder’s actions under this Agreement. Subject to the terms of this Agreement, the Note B Holder shall be subrogated to any Senior Noteholderthe Note A-1 Holder’s and the Note A-2 Holder’s rights to any payment owing to such Noteholder the Note A-1 Holder and the Note A-2 Holder for which the Note B Holder makes a cure payment as permitted under this Section 11 but such subrogation rights may not be exercised against the Mortgage Loan Borrower until ninety-one (91) 91 days after the Note is paid in full. (d) If an Event of Default (other than a Monetary Default) occurs and is continuing under the Mortgage Loan Documents (a “Non-Monetary Default”), the Lead Securitization Noteholder shall provide notice of such Non-Monetary Default to the Controlling Noteholder (or and the Controlling Noteholder Representative) Junior Operating Advisor within 2 Business Days of actual knowledge of such Non-Monetary Default (the “Non-Monetary Default Notice”) and the Controlling Noteholder shall have the right, but not the obligation, to cure such Non-Monetary Default until the later of (a) the same period of time as the Mortgage Loan Borrower under the Mortgage Loan Documents, without regard for the date of receipt by the Controlling Noteholder of the Non-Monetary Default Notice, and (b) thirty (30) at least 30 days from the date of such Non-Monetary Default, to cure such Non-Monetary Default; provided, however, if such Non-Monetary Default is susceptible of cure but cannot reasonably be cured within such period and if curative action was promptly commenced and is being diligently pursued by the Controlling Noteholder, the Controlling Noteholder shall be given an additional period of time as is reasonably necessary to enable the Controlling Noteholder in the exercise of due diligence to cure such Non-Monetary Default for so long as (i) the Controlling Noteholder diligently and expeditiously proceeds to cure such Non-Monetary Default, (ii) the Controlling Noteholder makes all cure payments that it is permitted to make in accordance with the terms and provisions of Section 11(a) hereof, (iii) such additional period of time does not exceed ninety sixty (9060) days, (iv) such Non-Monetary Default is not caused by an Insolvency Proceeding and or during such period of time that the Controlling Noteholder has to cure a Non-Monetary Default in accordance with this Section 11(d) (the “Non-Monetary Default Cure Period”) ), an Insolvency Proceeding does not occur and (v) during such Non-Monetary Default Cure Period, there is no material adverse effect on the Mortgage Loan Borrower or the Mortgaged Property or the value of the Mortgage Loan as a result of such Non-Monetary Default or the attempted cure. The Non-Monetary Default Notice shall contain a statement in boldface font that the Controlling Noteholder’s or the Controlling Noteholder RepresentativeJunior Operating Advisor’s failure to cure such Non-Monetary Default within the applicable Non-Monetary Default Cure Period after receiving such notice will result in the termination of the right to cure such Non-Monetary Default. The Controlling Noteholder shall not contact the Mortgage Loan Borrower in order to effect any cures under Sections 11(a) or this 11(d) without the prior written consent of the Lead Securitization Noteholder.

Cure Rights of Controlling Noteholder. (a) Subject to Section 11(b) below, in the event that the Mortgage Loan Borrower fails to make any monetary payment of principal or interest on the Mortgage Loan by the end of the any applicable grace period (the “Grace Period”), if applicable, ) for such payment permitted under the applicable Mortgage Loan Documents (a “Monetary Default”), the Lead Securitization Noteholder Note A-1 Holder shall provide written notice to the Controlling Noteholder Note B-1 Holder and the Controlling Noteholder Representative (in each case, unless a Control Appraisal Period has occurred and is continuing) of such default (the “Monetary Default Notice”). The If the Note B-1 Holder or Controlling Noteholder shall have the rightRepresentative (in each case, but unless a Control Appraisal Period has occurred and is continuing) has not the obligation, to cure cured such Monetary Default within five (5) Business Days after receiving the Monetary Default Notice (Notice, the “Cure Period”) and at no other times. The Note A-1 Holder shall deliver an additional copy of the Monetary Default Notice shall contain that contains a statement in boldface font that this is a second notice and that the Controlling NoteholderNote B-1 Holder’s or the Controlling Noteholder Representative’s failure to cure such Monetary Default within five (5) Business Days after receiving such second notice will result in the termination of the right to cure such Monetary Default. The Note B-1 Holder (unless a Control Appraisal Period has occurred and is continuing) shall have the right, but not the obligation, to cure such Monetary Default after receiving the first Monetary Default Notice and until the period ending (3) Business Days after receiving the second Monetary Default Notice (the “Cure Period”) and at no other times. At the time a payment is made to cure a Monetary Default, the Controlling Noteholder Note B-1 Holder (unless a Control Appraisal Period has occurred and is continuing) shall pay or reimburse the Lead Securitization Noteholder Note A-1 Holder for all unreimbursed Advances (whether or not recoverable with respect to the Senior NotesNote A-1 and Note A-2, including principal and interest advances made with respect to Senior Notes Note A-2 under any the Non-Lead Securitization Servicing Agreement), Advance Interest Amounts, any unpaid fees to any Servicer specifically provided for in the Servicing Agreement and any Additional Servicing Expenses. The Controlling Noteholder Note B-1 Holder (unless a Control Appraisal Period has occurred and is continuing) shall not be required, in order to effect a cure hereunder, to pay any default interest or late charges under the Mortgage Loan Documents. So long as a Monetary Default exists for which a cure payment permitted hereunder is made, such Monetary Default shall not be treated as an Event of Default by any Noteholder the Note A-1 Holder (including for purposes of (i) the definition of “Sequential Pay Event,” (ii) accelerating the Mortgage Loan, modifying, amending or waiving any provisions of the Mortgage Loan Documents or commencing proceedings for foreclosure or the taking of title by deed-in-lieu of foreclosure or other similar legal proceedings with respect to the Mortgaged Property; or (iii) treating the Mortgage Loan as a Specially Serviced Mortgage Loan); provided that such limitation shall not prevent the Lead Securitization Noteholder Note A-1 Holder from collecting Default Interest or late charges from the Mortgage Loan Borrower. Any amounts advanced by the Controlling a Noteholder on behalf of the Mortgage Loan Borrower to effect any cure shall be reimbursable to such Noteholder under Section 3 or Section 4, as applicable. (b) Notwithstanding anything to the contrary contained in Section 11(a), the Note B B-1 Holder shall be limited to a combined total of ten four (104) cures of Monetary Defaults, no more than six three (63) of which may occur within any consecutive 12be consecutive, or Non-month periodMonetary Defaults over the term of the Mortgage Loan. Additional Cure Periods shall only be permitted with the consent of the Lead Securitization NoteholderNote A-1 Holder. (c) No action taken by the Note B B-1 Holder in accordance with this Agreement shall excuse performance by the Mortgage Loan Borrower of its obligations under the Mortgage Loan Documents, Documents and the Senior Noteholders’ Note A-1 Holder’s and the Note A-2 Holder’s rights under the Mortgage Loan Documents shall not be waived or prejudiced by virtue of the Note B B-1 Holder’s actions under this Agreement. Subject to the terms of this Agreement, the Note B B-1 Holder shall be subrogated to any Senior Noteholderthe Note A-1 Holder’s and the Note A-2 Holder’s rights to any payment owing to such Noteholder the Note A-1 Holder and the Note A-2 Holder for which the Note B B-1 Holder makes a cure payment as permitted under this Section 11 but such subrogation rights may not be exercised against the Mortgage Loan Borrower until ninety-one (91) 91 days after the Note is paid in full. (d) If an Event of Default (other than a Monetary Default) occurs and is continuing under the Mortgage Loan Documents (a “Non-Monetary Default”), the Lead Securitization Noteholder Note A-1 Holder shall promptly provide notice of such Non-Monetary Default to the Note B-1 Holder and the Controlling Noteholder Representative (or the Controlling Noteholder Representativein each case, unless a Control Appraisal Period has occurred and is continuing) of such Non-Monetary Default failure (the “Non-Monetary Default Notice”) and the Controlling Noteholder Note B-1 Holder (unless a Control Appraisal Period has occurred and is continuing) shall have the right, but not the obligation, to cure such Non-Monetary Default until the later of (a) within the same period of time as the Mortgage Loan Borrower under the Mortgage Loan Documents, without regard for the date of receipt by the Controlling Noteholder of the Non-Monetary Default Notice, and (b) thirty (30) days from the date of Documents to cure such Non-Monetary Default; provided, however, if such Non-Monetary Default is susceptible of cure but cannot reasonably be cured within such period and if curative action was promptly commenced and is being diligently pursued by the Controlling NoteholderNote B-1 Holder (unless a Control Appraisal Period has occurred and is continuing), the Controlling Noteholder Note B-1 Holder (unless a Control Appraisal Period has occurred and is continuing) shall be given an additional period of time as is reasonably necessary to enable the Controlling Noteholder Note B-1 Holder (unless a Control Appraisal Period has occurred and is continuing) in the exercise of due diligence to cure such Non-Monetary Default for so long as (i) the Controlling Noteholder Note B-1 Holder (unless a Control Appraisal Period has occurred and is continuing) diligently and expeditiously proceeds to cure such Non-Monetary Default, (ii) the Controlling Noteholder Note B-1 Holder (unless a Control Appraisal Period has occurred and is continuing) makes all cure payments that it is permitted to make in accordance with the terms and provisions of Section 11(a) hereof, (iii) such additional period of time does not exceed ninety (90) days, (iv) such Non-Monetary Default is not caused by an Insolvency Proceeding and or during such period of time that the Controlling Noteholder Note B-1 Holder (unless a Control Appraisal Period has occurred and is continuing) has to cure a Non-Monetary Default in accordance with this Section 11(d) (the “Non-Monetary Default Cure Period”) ), an Insolvency Proceeding does not occur and (v) during such Non-Monetary Default Cure Period, there is no material adverse effect on the Mortgage Loan Borrower or the Mortgaged Property or the value of the Mortgage Loan as a result of such Non-Monetary Default or the attempted cure. The Non-Monetary Default Notice shall contain a statement in boldface font that the Controlling NoteholderNote B-1 Holder’s or the Controlling Noteholder Representative’s failure to cure such Non-Monetary Default within the applicable Non-Monetary Default Cure Period after receiving such notice will result in the termination of the right to cure such Non-Monetary Default. The Controlling Noteholder Note B-1 Holder (unless a Control Appraisal Period has occurred and is continuing) shall not contact the Mortgage Loan Borrower in order to effect any cures under Sections 11(a) or this 11(d) without unless it is in conjunction with the Special Servicer or the Note B-1 Holder (unless a Control Appraisal Period has occurred and is continuing) has obtained the prior written consent of the Lead Securitization NoteholderNote A-1 Holder.

Cure Rights of Controlling Noteholder. (a) Subject to Section 11(b) below, in the event that the Mortgage Loan Borrower fails to make any monetary payment on the Mortgage Loan by the end of the any grace period (the “Grace Period”), if applicable, for such payment permitted under the applicable Mortgage Loan Documents (a “Monetary Default”), the Lead Securitization Noteholder shall promptly provide written notice to the Controlling Noteholder and the Controlling Noteholder Representative Junior Operating Advisor of such default (the “Monetary Default Notice”). The Controlling Noteholder shall have the right, but not the obligation, to cure such Monetary Default within five (5) Business Days after receiving the Monetary Default Notice (the “Cure Period”) and at no other times. The Monetary Default Notice shall contain a statement in boldface font that the Controlling Noteholder’s or the Controlling Noteholder RepresentativeJunior Operating Advisor’s failure to cure such Monetary Default within five (5) Business Days after receiving such notice will result in the termination of the right to cure such Monetary Default. At the time a payment is made to cure a Monetary Default, the Controlling Noteholder shall pay or reimburse the Lead Securitization Noteholder for all unreimbursed Advances (whether or not recoverable with respect to the Senior NotesNote X-0, including principal Xxxx X-0, Xxxx X-0, Note A-4 and interest advances made with respect to Senior Notes under any Non-Lead Securitization Servicing AgreementNote A-5), Advance Interest Amounts, any unpaid fees to any Servicer specifically provided for in the Securitization Servicing Agreement and any Additional Servicing Expenses. The Controlling Noteholder (or Junior Operating Advisor, as applicable) shall not be required, in order to effect a cure hereunder, to pay any default interest or late charges under the Mortgage Loan Documents. So long as a Monetary Default exists for which a cure payment permitted hereunder is made, such Monetary Default shall not be treated as an Event of Default by any the Lead Securitization Noteholder (including for purposes of (i) the definition of “Sequential Pay Event,” (ii) accelerating the Mortgage Loan, modifying, amending or waiving any provisions of the Mortgage Loan Documents or commencing proceedings for foreclosure or the taking of title by deed-in-lieu of foreclosure or other similar legal proceedings with respect to the Mortgaged Property; or (iii) treating the Mortgage Loan as a Specially Serviced Mortgage Loan); provided that such limitation shall not prevent the Lead Securitization Noteholder from collecting Default Interest or late charges from the Mortgage Loan Borrower. Any amounts advanced by the Controlling a Noteholder on behalf of the Mortgage Loan Borrower to effect any cure shall be reimbursable to such Noteholder under Section 3 or Section 4, as applicable. (b) Notwithstanding anything to the contrary contained in Section 11(a), the Note B Holder shall be limited to a combined total of ten six (106) cures of Monetary Defaults, no more than six three (63) of which may occur within any consecutive 12be consecutive, or Non-month periodMonetary Defaults over the term of the Mortgage Loan. Additional Cure Periods shall only be permitted with the consent of the Lead Securitization Noteholder. (c) No action taken by the Note B Holder in accordance with this Agreement to cure any Event of Default shall excuse performance by the Mortgage Loan Borrower of its obligations under the Mortgage Loan Documents, Documents and the Senior Noteholders’ rights under the Mortgage Loan Documents shall not be waived or prejudiced by virtue of the Note B Holder’s actions under this Agreement. Subject to the terms of this Agreement, the Note B Holder shall be subrogated to any the Senior Noteholder’s Noteholders’ rights to any payment owing to such Noteholder the Senior Noteholders for which the Note B Holder makes a cure payment as permitted under this Section 11 but such subrogation rights may not be exercised against the Mortgage Loan Borrower until ninety-one (91) days after the Note is paid in full. (d) If an Event of Default (other than a Monetary Default) occurs and is continuing under the Mortgage Loan Documents (a “Non-Monetary Default”), the Lead Securitization Noteholder shall provide notice of such Non-Monetary Default to the Controlling Noteholder (or and the Controlling Noteholder Representative) Junior Operating Advisor of such Non-Monetary Default (the “Non-Monetary Default Notice”) and the Controlling Noteholder shall have the right, but not the obligation, to cure such Non-Monetary Default until the later of (a) within the same period of time as the Mortgage Loan Borrower under the Mortgage Loan Documents, without regard for the date of receipt by the Controlling Noteholder of the Non-Monetary Default Notice, and (b) or in any event, at least thirty (30) days from the date of such Non-Monetary Default, to cure such Non-Monetary Default; provided, however, if such Non-Monetary Default is susceptible of cure but cannot reasonably be cured within such period and if curative action was promptly commenced and is being diligently pursued by the Controlling Noteholder, the Controlling Noteholder shall be given an additional period of time as is reasonably necessary to enable the Controlling Noteholder in the exercise of due diligence to cure such Non-Monetary Default for so long as (i) the Controlling Noteholder diligently and expeditiously proceeds to cure such Non-Monetary Default, (ii) the Controlling Noteholder makes all cure payments that it is permitted to make in accordance with the terms and provisions of Section 11(a) hereof, (iii) such additional period of time does not exceed ninety sixty (9060) days, (iv) such Non-Monetary Default is not caused by an Insolvency Proceeding and or during such period of time that the Controlling Noteholder has to cure a Non-Monetary Default in accordance with this Section 11(d) (the “Non-Monetary Default Cure Period”) ), an Insolvency Proceeding does not occur and (v) during such Non-Monetary Default Cure Period, there is no material adverse effect on the Mortgage Loan Borrower or the Mortgaged Property or the value of the Mortgage Loan as a result of such Non-Monetary Default or the attempted cure. The Non-Monetary Default Notice shall contain a statement in boldface font that the Controlling Noteholder’s or the Controlling Noteholder RepresentativeJunior Operating Advisor’s failure to cure such Non-Monetary Default within the applicable Non-Monetary Default Cure Period after receiving such notice will result in the termination of the right to cure such Non-Monetary Default. The Controlling Noteholder shall not contact the Mortgage Loan Borrower in order to effect any cures under Sections 11(a) or this 11(d) without the prior written consent of the Lead Securitization Noteholder.

Cure Rights of Controlling Noteholder. (a) Subject to Section 11(b) below, in the event that the Mortgage Loan Borrower fails to make any monetary payment of principal or interest on the Mortgage Loan by the end of the any applicable grace period (the “Grace Period”), if applicable, ) for such payment permitted under the applicable Mortgage Loan Documents (a “Monetary Default”), the Lead Securitization Senior Noteholder shall provide written notice to the Controlling Noteholder and the Controlling Noteholder Representative Junior Operating Advisor of such default (the “Monetary Default Notice”). The Controlling Noteholder shall have the right, but not the obligation, to cure such Monetary Default within five (5) Business Days after receiving the Monetary Default Notice (the “Cure Period”) and at no other times. The Monetary Default Notice shall contain a statement in boldface font that the Controlling Noteholder’s or the Controlling Noteholder RepresentativeJunior Operating Advisor’s failure to cure such Monetary Default within five (5) Business Days after receiving such notice will result in the termination of the right to cure such Monetary Default. At the time a payment is made to cure a Monetary Default, the Controlling Noteholder shall pay or reimburse the Lead Securitization Senior Noteholder for all unreimbursed Advances (whether or not recoverable with respect to the Senior Notes, including principal and interest advances made with respect to Senior Notes under any Non-Lead Securitization Servicing Agreementrecoverable), Advance Interest Amounts, any unpaid fees to any Servicer and any Additional Servicing Expenses. The Controlling Noteholder shall not be required, in order to effect a cure hereunder, to pay any default interest or late charges under the Mortgage Loan Documents. So long as a Monetary Default exists for which a cure payment permitted hereunder is made, such Monetary Default shall not be treated as an Event of Default by any the Senior Noteholder (including for purposes of (i) the definition of “Sequential Pay Event,” (ii) accelerating the Mortgage Loan, modifying, amending or waiving any provisions of the Mortgage Loan Documents or commencing proceedings for foreclosure or the taking of title by deed-in-lieu of foreclosure or other similar legal proceedings with respect to the Mortgaged Property; or (iii) treating the Mortgage Loan as a Specially Serviced Mortgage Loan); provided that such limitation shall not prevent the Lead Securitization Senior Noteholder from collecting Default Interest or late charges from the Mortgage Loan Borrower. Any amounts advanced by the Controlling a Noteholder on behalf of the Mortgage Loan Borrower to effect any cure shall be reimbursable to such Noteholder under Section 3 or Section 4, as applicable. (b) Notwithstanding anything to the contrary contained in Section 11(a), the Note B Holder Junior Noteholder shall be limited to a combined total of ten six (106) cures of Monetary Defaults or Non-Monetary Defaults, no more than six three (63) of which may occur within any consecutive 12-month periodbe consecutive, over the term of the Mortgage Loan. Additional Cure Periods shall only be permitted with the consent of the Lead Securitization Senior Noteholder. (c) No action taken by the Note B Holder Junior Noteholder in accordance with this Agreement shall excuse performance by the Mortgage Loan Borrower of its obligations under the Mortgage Loan Documents, Documents and the Senior Noteholders’ Noteholder’s rights under the Mortgage Loan Documents shall not be waived or prejudiced by virtue of the Note B HolderJunior Noteholder’s actions under this Agreement. Subject to the terms of this Agreement, the Note B Holder Junior Noteholder shall be subrogated to any the Senior Noteholder’s rights to any payment owing to such the Senior Noteholder for which the Note B Holder Junior Noteholder makes a cure payment as permitted under this Section 11 but such subrogation rights may not be exercised against the Mortgage Loan Borrower until ninety-one (91) 91 days after the Note is paid in full. (d) If an Event of Default (other than a Monetary Default) occurs and is continuing under the Mortgage Loan Documents (a “Non-Monetary Default”), the Lead Securitization Senior Noteholder shall provide notice of such Non-Monetary Default to the Controlling Noteholder (or and the Controlling Noteholder Representative) Junior Operating Advisor of such Non-Monetary Default failure (the “Non-Monetary Default Notice”) and the Controlling Noteholder shall have the right, but not the obligation, to cure such Non-Monetary Default until the later of (a) within the same period of time as the Mortgage Loan Borrower under the Mortgage Loan Documents, without regard for the date of receipt by the Controlling Noteholder of the Non-Monetary Default Notice, and (b) thirty (30) days from the date of or in any event, at least 30 days, to cure such Non-Monetary Default; provided, however, if such Non-Monetary Default is susceptible of cure but cannot reasonably be cured within such period and if curative action was promptly commenced and is being diligently pursued by the Controlling Noteholder, the Controlling Noteholder shall be given an additional period of time as is reasonably necessary to enable the Controlling Noteholder in the exercise of due diligence to cure such Non-Monetary Default for so long as (i) the Controlling Noteholder diligently and expeditiously proceeds to cure such Non-Monetary Default, (ii) the Controlling Noteholder makes all cure payments that it is permitted to make in accordance with the terms and provisions of Section 11(a) hereof, (iii) such additional period of time does not exceed ninety sixty (9060) days, (iv) such Non-Monetary Default is not caused by an Insolvency Proceeding and or during such period of time that the Controlling Noteholder has to cure a Non-Monetary Default in accordance with this Section 11(d) (the “Non-Monetary Default Cure Period”) ), an Insolvency Proceeding does not occur and (v) during such Non-Monetary Default Cure Period, there is no material adverse effect on the Mortgage Loan Borrower or the Mortgaged Property or the value of the Mortgage Loan as a result of such Non-Monetary Default or the attempted cure. The Non-Monetary Default Notice shall contain a statement in boldface font that the Controlling Noteholder’s or the Controlling Noteholder RepresentativeJunior Operating Advisor’s failure to cure such Non-Monetary Default within the applicable Non-Monetary Default Cure Period after receiving such notice will result in the termination of the right to cure such Non-Monetary Default. The Controlling Noteholder shall not contact the Mortgage Loan Borrower in order to effect any cures under Sections 11(a) or this 11(d) without the prior written consent of the Lead Securitization Senior Noteholder.

Cure Rights of Controlling Noteholder. (a) Subject to Section 11(b) below, in the event that the Mortgage Loan Borrower fails to make any monetary payment of principal or interest on the Mortgage Loan by the end of the any applicable grace period (the “Grace Period”), if applicable, ) for such payment permitted under the applicable Mortgage Loan Documents (a “Monetary Default”), the Lead Securitization Senior Noteholder shall provide written notice to the Junior Noteholder (while it is the Controlling Noteholder Noteholder) and the Operating Advisor (while the Junior Noteholder is the Controlling Noteholder Representative Noteholder) of such default (the “Monetary Default Notice”). If the Junior Noteholder (while it is the Controlling Noteholder) or Operating Advisor (while the Junior Noteholder is the Controlling Noteholder) has not cured such Monetary Default within three (3) Business Days after receiving the Monetary Default Notice, the Senior Noteholder shall deliver an additional copy of the Monetary Default Notice that contains a statement in boldface font that this is a second notice and that the Junior Noteholder’s or its Operating Advisor’s failure to cure such Monetary Default within three (3) Business Days after receiving such second notice will result in the termination of the right to cure such Monetary Default. The Junior Noteholder (while it is the Controlling Noteholder Noteholder) shall have the right, but not the obligation, to cure such Monetary Default within five after receiving the first Monetary Default Notice and until the period ending (53) Business Days after receiving the second Monetary Default Notice (the “Cure Period”) and at no other times. The Monetary Default Notice shall contain a statement in boldface font that the Controlling Noteholder’s or the Controlling Noteholder Representative’s failure to cure such Monetary Default within five (5) Business Days after receiving such notice will result in the termination of the right to cure such Monetary Default. At the time a payment is made to cure a Monetary DefaultDefault as permitted hereunder, the Controlling Junior Noteholder shall pay or reimburse the Lead Securitization Senior Noteholder for all unreimbursed Advances (whether or not recoverable with respect to the Senior Notes, including principal and interest advances made with respect to Senior Notes under any Non-Lead Securitization Servicing Agreementrecoverable), Advance Interest Amounts, any unpaid fees to any Servicer specifically provided for in the Securitization Servicing Agreement and any Additional Servicing Expenses. At any time (while the Junior Noteholder is the Controlling Noteholder) during which the Junior Noteholder believes that a Monetary Default has occurred, the Junior Noteholder shall have the right (i) to send a written notice to the Servicer requesting written confirmation as to whether a Monetary Default has occurred and is continuing and, if the Servicer provides any such written confirmation indicating that a Monetary Default has occurred and is continuing, the Junior Noteholder may proceed with exercising its cure rights as set forth herein, and (ii) pending its receipt of any written confirmation described in the foregoing clause (i), to tender a cure payment to the applicable Servicer in the amount it reasonably believes necessary to cure any such potential Monetary Default, which cure payment shall either be (A) in the event a Monetary Default has occurred, retained and applied to the cure of such Monetary Default in accordance with the terms hereof, or (B) in the event that no such Monetary Default has occurred, returned by the applicable Servicer to the Junior Noteholder. If the amount of a cure payment tendered by the Junior Noteholder is less than the amount necessary to effect a cure of a Monetary Default, such payment shall not effect a cure, but Junior Noteholder may effect a cure if it pays any deficiency within the Cure Period. If the amount of a cure payment tendered by the Junior Noteholder exceeds the amount necessary to effect a cure, the applicable Servicer shall return such excess to the Junior Noteholder. The Controlling Junior Noteholder (to the extent it is permitted to effect a cure hereunder) shall not be required, in order to effect a cure hereunder, to pay any default interest or late charges under the Mortgage Loan Documents. So long as a Monetary Default exists for which a cure payment permitted hereunder is made, such Monetary Default shall not be treated as an Event of Default by any the Senior Noteholder (including for purposes of (i) the definition of “Sequential Pay Event,” (ii) accelerating the Mortgage Loan, modifying, amending or waiving any provisions of the Mortgage Loan Documents or commencing proceedings for foreclosure or the taking of title by deed-in-lieu of foreclosure or other similar legal proceedings with respect to the Mortgaged Property; or (iii) treating the Mortgage Loan as a Specially Serviced Mortgage Loan); provided that such limitation shall not prevent the Lead Securitization Senior Noteholder from collecting Default Interest or late charges from the Mortgage Loan Borrower. Any amounts advanced by the Controlling Junior Noteholder (to the extent permitted hereunder) on behalf of the Mortgage Loan Borrower to effect any cure shall be reimbursable to such Noteholder under Section 3 or Section 4, as applicable. (b) Notwithstanding anything to the contrary contained in Section 11(a), the Note B Holder Junior Noteholder shall be limited to a combined total of ten four (104) cures of Monetary Defaults, no more than six three (63) of which may occur within any consecutive 12be consecutive, or Non-month periodMonetary Defaults over the term of the Mortgage Loan. Additional Cure Periods shall only be permitted with the consent of the Lead Securitization Senior Noteholder. (c) No action taken by the Note B Holder Junior Noteholder in accordance with this Agreement shall excuse performance by the Mortgage Loan Borrower of its obligations under the Mortgage Loan Documents, Documents and the Senior Noteholders’ Noteholder’s rights under the Mortgage Loan Documents shall not be waived or prejudiced by virtue of the Note B HolderJunior Noteholder’s actions under this Agreement. Subject to the terms of this Agreement, the Note B Holder Junior Noteholder shall be subrogated to any the Senior Noteholder’s rights to any payment owing to such the Senior Noteholder for which the Note B Holder Junior Noteholder makes a cure payment as permitted under this Section 11 but such subrogation rights may not be exercised against the Mortgage Loan Borrower until ninety-one (91) 91 days after the Note is paid in full. (d) If an Event of Default (other than a Monetary Default) occurs and is continuing under the Mortgage Loan Documents (a “Non-Monetary Default”), the Lead Securitization Senior Noteholder shall promptly provide notice of such Non-Monetary Default to the Controlling Noteholder (or and the Controlling Noteholder Representative) Operating Advisor of such Non-Monetary Default failure (the “Non-Monetary Default Notice”) and the Controlling Noteholder shall have the right, but not the obligation, to cure such Non-Monetary Default until the later of (a) within the same period of time as the Mortgage Loan Borrower under the Mortgage Loan Documents, without regard for the date of receipt by the Controlling Noteholder of the Non-Monetary Default Notice, and (b) thirty (30) days from the date of or in any event, up to 40 days, to cure such Non-Monetary Default; provided, however, if such Non-Monetary Default is susceptible of cure but cannot reasonably be cured within such period and if curative action was promptly commenced and is being diligently pursued by the Controlling Noteholder, the Controlling Noteholder shall be given an additional period of time as is reasonably necessary to enable the Controlling Noteholder in the exercise of due diligence to cure such Non-Monetary Default for so long as (i) the Controlling Noteholder diligently and expeditiously proceeds to cure such Non-Monetary Default, (ii) the Controlling Noteholder makes all cure payments that it is permitted to make in accordance with the terms and provisions of Section 11(a) hereof, (iii) such additional period of time does not exceed ninety sixty (9060) days, (iv) such Non-Monetary Default is not caused by an Insolvency Proceeding and or during such period of time that the Controlling Noteholder has to cure a Non-Monetary Default in accordance with this Section 11(d) (the “Non-Monetary Default Cure Period”) ), an Insolvency Proceeding does not occur and (v) during such Non-Monetary Default Cure Period, there is no material adverse effect on the Mortgage Loan Borrower or the Mortgaged Property or the value of the Mortgage Loan as a result of such Non-Monetary Default or the attempted cure. The Non-Monetary Default Notice shall contain a statement in boldface font that the Controlling Noteholder’s or the Controlling Noteholder RepresentativeOperating Advisor’s failure to cure such Non-Monetary Default within the applicable Non-Monetary Default Cure Period after receiving such notice will result in the termination of the right to cure such Non-Monetary Default. The Controlling Noteholder shall not contact the Mortgage Loan Borrower in order to effect any cures under Sections 11(a) or this 11(d) without unless it is in conjunction with the Special Servicer or the Controlling Noteholder has obtained the prior written consent of the Lead Securitization Senior Noteholder.

Cure Rights of Controlling Noteholder. (a) Subject to Section 11(b) below, in the event that the Mortgage Loan Borrower fails to make any monetary payment on the Mortgage Loan by the end of the any grace period (the “Grace Period”), if applicable, for such payment permitted under the applicable Mortgage Loan Documents (a “Monetary Default”), the Lead Securitization Noteholder shall provide written notice to the Controlling Noteholder and the Controlling Noteholder Representative Junior Operating Advisor of such default (the “Monetary Default Notice”). The Controlling Noteholder shall have the right, but not the obligation, to cure such Monetary Default within five (5) Business Days after receiving the Monetary Default Notice (the “Cure Period”) and at no other times. The Monetary Default Notice shall contain a statement in boldface font that the Controlling Noteholder’s or the Controlling Noteholder RepresentativeJunior Operating Advisor’s failure to cure such Monetary Default within five (5) Business Days after receiving such notice will result in the termination of the right to cure such Monetary Default. At the time a payment is made to cure a Monetary Default, the Controlling Noteholder Note B Holder shall pay or reimburse the Lead Securitization Noteholder for all unreimbursed Advances (whether or not recoverable with respect to the Senior NotesNote A-1 and Note A-2, including principal and interest advances made with respect to Senior Notes Note A-2 under any the Non-Lead Securitization Servicing Agreement), Advance Interest Amounts, any unpaid fees to any Servicer and any Additional Servicing Expenses. The Controlling Noteholder shall not be required, in order to effect a cure hereunder, to pay any default interest or late charges under the Mortgage Loan Documents. So long as a Monetary Default exists for which a cure payment permitted hereunder is made, such Monetary Default shall not be treated as an Event of Default by any the Lead Securitization Noteholder or the Non-Lead Securitization Noteholder (including for purposes of (i) the definition of “Sequential Pay Event,” (ii) accelerating the Mortgage Loan, modifying, amending or waiving any provisions of the Mortgage Loan Documents or commencing proceedings for foreclosure or the taking of title by deed-in-lieu of foreclosure or other similar legal proceedings with respect to the Mortgaged Property; or (iii) treating the Mortgage Loan as a Specially Serviced Mortgage Loan); provided that such limitation shall not prevent the Lead Securitization Noteholder from collecting Default Interest or late charges from the Mortgage Loan Borrower. Any amounts advanced by the Controlling Noteholder on behalf of the Mortgage Loan Borrower to effect any cure shall be reimbursable to such Noteholder under Section 3 or Section 4, as applicable. (b) Notwithstanding anything to the contrary contained in Section 11(a), the Note B Holder shall be limited to a combined total of ten six (106) cures of Monetary Defaults, no more than six four (64) of which may occur within any consecutive 12be consecutive, or Non-month periodMonetary Defaults over the term of the Mortgage Loan. Additional Cure Periods shall only be permitted with the consent of the Lead Securitization Noteholder. (c) No action taken by the Note B Holder in accordance with this Agreement shall excuse performance by the Mortgage Loan Borrower of its obligations under the Mortgage Loan Documents, Documents and the Senior Noteholders’ Note A-1 Holder’s and the Note A-2 Holder’s rights under the Mortgage Loan Documents shall not be waived or prejudiced by virtue of the Note B Holder’s actions under this Agreement. Subject to the terms of this Agreement, the Note B Holder shall be subrogated to any Senior Noteholderthe Note A-1 Holder’s and the Note A-2 Holder’s rights to any payment owing to such Noteholder the Note A-1 Holder and the Note A-2 Holder for which the Note B Holder makes a cure payment as permitted under this Section 11 but such subrogation rights may not be exercised against the Mortgage Loan Borrower until ninety-one (91) days after the Note is paid in full. (d) If an Event of Default (other than a Monetary Default) occurs and is continuing under the Mortgage Loan Documents (a “Non-Monetary Default”), the Lead Securitization Noteholder shall provide notice of such Non-Monetary Default to the Controlling Noteholder (or and the Controlling Noteholder Representative) Junior Operating Advisor of such Non-Monetary Default (the “Non-Monetary Default Notice”) and the Controlling Noteholder shall have the right, but not the obligation, to cure such Non-Monetary Default until the later of (a) the same period of time as the Mortgage Loan Borrower under the Mortgage Loan Documents, without regard for the date of receipt by the Controlling Noteholder of the Non-Monetary Default Notice, and (b) at least thirty (30) days from the date of such Non-Monetary Default, to cure such Non-Monetary Default; provided, however, if such Non-Monetary Default is susceptible of cure but cannot reasonably be cured within such period and if curative action was promptly commenced and is being diligently pursued by the Controlling Noteholder, the Controlling Noteholder shall be given an additional period of time as is reasonably necessary to enable the Controlling Noteholder in the exercise of due diligence to cure such Non-Monetary Default for so long as (i) the Controlling Noteholder diligently and expeditiously proceeds to cure such Non-Monetary Default, (ii) the Controlling Noteholder makes all cure payments that it is permitted to make in accordance with the terms and provisions of Section 11(a) hereof, (iii) such additional period of time does not exceed ninety (90) daysdays , (iv) such Non-Monetary Default is not caused by an Insolvency Proceeding and or during such period of time that the Controlling Noteholder has to cure a Non-Monetary Default in accordance with this Section 11(d) (the “Non-Monetary Default Cure Period”) ), an Insolvency Proceeding does not occur and (v) during such Non-Monetary Default Cure Period, there is no material adverse effect on the Mortgage Loan Borrower or the Mortgaged Property or the value of the Mortgage Loan as a result of such Non-Monetary Default or the attempted cure. The Non-Monetary Default Notice shall contain a statement in boldface font that the Controlling Noteholder’s or the Controlling Noteholder RepresentativeJunior Operating Advisor’s failure to cure such Non-Monetary Default within the applicable Non-Monetary Default Cure Period after receiving such notice will result in the termination of the right to cure such Non-Monetary Default. The Controlling Noteholder shall not contact the Mortgage Loan Borrower in order to effect any cures under Sections 11(a) or this 11(d) without the prior written consent of the Lead Securitization Noteholder.

Cure Rights of Controlling Noteholder. Notwithstanding anything to the contrary in this Agreement, for so long as Note B is included in the Lead Securitization, the provisions of this Section 11 shall not have any force or effect. (a) Subject to Section 11(b) below, in the event that the Mortgage Loan Borrower fails to make any monetary payment of principal or interest on the Mortgage Loan by the end of the any applicable grace period (the “Grace Period”), if applicable, ) for such payment permitted under the applicable Mortgage Loan Documents (a “Monetary Default”), the Lead Securitization Noteholder Note A-1 Holder shall provide written notice to the Controlling Noteholder Note B Holder and the Controlling Noteholder Representative (in each case, unless a Control Appraisal Period has occurred and is continuing) of such default (the “Monetary Default Notice”). The If the Note B Holder or Controlling Noteholder shall have the rightRepresentative (in each case, but unless a Control Appraisal Period has occurred and is continuing) has not the obligation, to cure cured such Monetary Default within five (5) Business Days after receiving the Monetary Default Notice (Notice, the “Cure Period”) and at no other times. The Note A-1 Holder shall deliver an additional copy of the Monetary Default Notice shall contain that contains a statement in boldface font that this is a second notice and that the Controlling NoteholderNote B Holder’s or the Controlling Noteholder Representative’s failure to cure such Monetary Default within five (5) Business Days after receiving such second notice will result in the termination of the right to cure such Monetary Default. The Note B Holder (unless a Control Appraisal Period has occurred and is continuing) shall have the right, but not the obligation, to cure such Monetary Default after receiving the first Monetary Default Notice and until the period ending five (5) Business Days after receiving the second Monetary Default Notice (the “Cure Period”) and at no other times. At the time a payment is made to cure a Monetary Default, the Controlling Noteholder Note B Holder (unless a Control Appraisal Period has occurred and is continuing) shall pay or reimburse the Lead Securitization Noteholder Note A-1 Holder for all unreimbursed Advances (whether or not recoverable with respect to the Senior Notes, including principal and interest advances made with respect to Senior Notes under any Non-Lead Securitization Notes under the Non-Lead Servicing Agreement), Advance Interest Amounts, any unpaid fees to any Servicer specifically provided for in the Servicing Agreement and any Additional Servicing Expenses. The Controlling Noteholder Note B Holder (unless a Control Appraisal Period has occurred and is continuing) shall not be required, in order to effect a cure hereunder, to pay any default interest Default Interest or late charges under the Mortgage Loan DocumentsDocuments or any other Penalty Charges. So long as a Monetary Default exists for which a cure payment permitted hereunder is made, such Monetary Default shall not be treated as an Event of Default by any Noteholder the Note A-1 Holder (including for purposes of (i) the definition of “Sequential Pay Event,” (ii) accelerating the Mortgage Loan, modifying, amending or waiving any provisions of the Mortgage Loan Documents or commencing proceedings for foreclosure or the taking of title by deed-in-lieu of foreclosure or other similar legal proceedings with respect to the Mortgaged Property; or (iii) treating the Mortgage Loan as a Specially Serviced Mortgage Loan); provided that such limitation shall not prevent the Lead Securitization Noteholder Note A-1 Holder from collecting Default Interest or late charges from the Mortgage Loan Borrower. Any amounts advanced by the Controlling a Noteholder on behalf of the Mortgage Loan Borrower to effect any cure shall be reimbursable to such Noteholder under Section 3 or Section 4, as applicable. (b) Notwithstanding anything to the contrary contained in Section 11(a), the Note B Holder shall be limited to a combined total of ten six (106) cures of Monetary Defaults, no more than six three (63) of which may occur within any consecutive 12be consecutive, or Non-month periodMonetary Defaults over the term of the Mortgage Loan. Additional Cure Periods shall only be permitted with the consent of the Lead Securitization NoteholderNote A-1 Holder. (c) No action taken by the Note B Holder in accordance with this Agreement shall excuse performance by the Mortgage Loan Borrower of its obligations under the Mortgage Loan Documents, Documents and the Senior Noteholders’ Note Holder’s rights under the Mortgage Loan Documents shall not be waived or prejudiced by virtue of the Note B Holder’s actions under this Agreement. Subject to the terms of this Agreement, the Note B Holder shall be subrogated to any the Senior NoteholderNote Holder’s rights to any payment owing to such Noteholder the Senior Note Holders for which the Note B Holder makes a cure payment as permitted under this Section 11 but such subrogation rights may not be exercised against the Mortgage Loan Borrower until ninety-one (91) 91 days after the Note is paid in full. (d) If an Event of Default (other than a Monetary Default) occurs and is continuing under the Mortgage Loan Documents (a “Non-Monetary Default”), the Lead Securitization Noteholder Note A-1 Holder shall promptly provide notice of such Non-Monetary Default to the Note B Holder and the Controlling Noteholder Representative (or the Controlling Noteholder Representativein each case, unless a Control Appraisal Period has occurred and is continuing) of such Non-Monetary Default failure (the “Non-Monetary Default Notice”) and the Controlling Noteholder Note B Holder (unless a Control Appraisal Period has occurred and is continuing) shall have the right, but not the obligation, to cure such Non-Monetary Default until the later of (a) within the same period of time as the Mortgage Loan Borrower under the Mortgage Loan Documents, without regard for the date of receipt by the Controlling Noteholder of the Non-Monetary Default Notice, and (b) thirty (30) days from the date of Documents to cure such Non-Monetary Default; provided, however, if such Non-Monetary Default is susceptible of cure but cannot reasonably be cured within such period and if curative action was promptly commenced and is being diligently pursued by the Controlling NoteholderNote B Holder (unless a Control Appraisal Period has occurred and is continuing), the Controlling Noteholder Note B Holder (unless a Control Appraisal Period has occurred and is continuing) shall be given an additional period of time as is reasonably necessary to enable the Controlling Noteholder Note B Holder (unless a Control Appraisal Period has occurred and is continuing) in the exercise of due diligence to cure such Non-Monetary Default for so long as (i) the Controlling Noteholder Note B Holder (unless a Control Appraisal Period has occurred and is continuing) diligently and expeditiously proceeds to cure such Non-Monetary Default, (ii) the Controlling Noteholder Note B Holder (unless a Control Appraisal Period has occurred and is continuing) makes all cure payments that it is permitted to make in accordance with the terms and provisions of Section 11(a) hereof, (iii) such additional period of time does not exceed ninety (90) days, (iv) such Non-Monetary Default is not caused by an Insolvency Proceeding and or during such period of time that the Controlling Noteholder Note B Holder (unless a Control Appraisal Period has occurred and is continuing) has to cure a Non-Monetary Default in accordance with this Section 11(d) (the “Non-Monetary Default Cure Period”) ), an Insolvency Proceeding does not occur and (v) during such Non-Monetary Default Cure Period, there is no material adverse effect on the Mortgage Loan Borrower or the Mortgaged Property or the value of the Mortgage Loan as a result of such Non-Monetary Default or the attempted cure. The Non-Monetary Default Notice shall contain a statement in boldface font that the Controlling NoteholderNote B Holder’s or the Controlling Noteholder Representative’s failure to cure such Non-Monetary Default within the applicable Non-Monetary Default Cure Period after receiving such notice will result in the termination of the right to cure such Non-Monetary Default. The Controlling Noteholder Note B Holder (unless a Control Appraisal Period has occurred and is continuing) shall not contact the Mortgage Loan Borrower in order to effect any cures under Sections 11(a) or this 11(d) without unless it is in conjunction with the Special Servicer or the Note B Holder (unless a Control Appraisal Period has occurred and is continuing) has obtained the prior written consent of the Lead Securitization NoteholderNote A-1 Holder.

Cure Rights of Controlling Noteholder. (a) Subject to Section 11(b) below, in the event that the Mortgage Loan Borrower fails to make any monetary payment of a liquidated sum of money due on the Mortgage Loan by the end of the any applicable grace period (the “Grace Period”), if applicable, any) for such payment permitted under the applicable Mortgage Loan Documents (a “Monetary Default”), the Lead Securitization Noteholder (or the Servicer acting on its behalf) shall provide written notice of such failure to the Controlling Junior Noteholder and (while it is the Controlling Noteholder) and its Operating Advisor (while the Junior Noteholder Representative of such default is the Controlling Noteholder) (the in each case, a “Monetary Default Notice”). The If the Junior Noteholder (while it is the Controlling Noteholder) or its Operating Advisor (while the Junior Noteholder shall have is the right, but Controlling Noteholder) has not the obligation, to cure cured such Monetary Default within five (5) Business Days after receiving the related Monetary Default Notice, the Lead Securitization Noteholder (or the Servicer acting on its behalf) shall deliver an additional copy of the Monetary Default Notice (the “Cure Period”) and at no other times. The Monetary Default Notice shall contain that contains a statement in boldface font that this is a second notice and that the Controlling Junior Noteholder’s or the Controlling Noteholder Representativeits Operating Advisor’s failure to cure such Monetary Default within five (5) Business Days after receiving such second notice will result in the termination of the right to cure such Monetary Default. The Junior Noteholder (while it is the Controlling Noteholder) or its Operating Advisor (while the Junior Noteholder is the Controlling Noteholder) shall have the right, but not the obligation, subject to the rights of any Mezzanine Lender set forth in the related intercreditor agreement or the rights of the Investor set forth in the Recognition Agreement, to cure such Monetary Default after receiving the first Monetary Default Notice and until the period ending five (5) Business Days after receiving the second Monetary Default Notice (the “Cure Period”) and at no other times. At the time a payment is made to cure a Monetary DefaultDefault as permitted hereunder, the Controlling Junior Noteholder (or its Operating Advisor) shall pay or reimburse the Lead Securitization Noteholder for all unreimbursed Advances (whether or not recoverable with respect to the Senior NotesLead Securitization Note or any Non-Lead Securitization Note, including principal and interest advances made with respect to Senior Notes such Non-Lead Securitization Note under any the related Non-Lead Securitization Servicing Agreement), Advance Interest Amounts, any unpaid fees to any Servicer or Non-Lead Servicer specifically provided for in the Lead Securitization Servicing Agreement and any Additional Servicing Expenses. At any time (while the Junior Noteholder is the Controlling Noteholder) the Junior Noteholder or its Operating Advisor believes that a Monetary Default has occurred, the Junior Noteholder and its Operating Advisor shall have the right (i) to send a written notice to the Servicer requesting written confirmation as to whether a Monetary Default has occurred and is continuing and, if the Servicer provides any such written confirmation indicating that a Monetary Default has occurred and is continuing, the Junior Noteholder or its Operating Advisor may proceed with exercising its cure rights as set forth herein, and (ii) pending its receipt of any written confirmation described in the foregoing clause (i), to tender a cure payment to the Servicer in the amount it reasonably believes necessary to cure such potential Monetary Default, which cure payment shall either be (A) in the event a Monetary Default has occurred, retained and applied to the cure of such Monetary Default in accordance with the terms hereof, or (B) in the event that no Monetary Default has occurred, returned by the Servicer to the Junior Noteholder or its Operating Advisor, as applicable. If the amount of a cure payment tendered by the Junior Noteholder or its Operating Advisor in accordance with this Section 11(a) is less than the amount necessary to effect a cure of a Monetary Default, such payment shall not effect a cure, but the Junior Noteholder or its Operating Advisor may effect a cure if it pays any deficiency within the applicable Cure Period in accordance with this Section 11(a). If the amount of a cure payment tendered by the Junior Noteholder or its Operating Advisor exceeds the amount necessary to effect a cure, the Servicer shall return such excess to the Junior Noteholder or its Operating Advisor, as applicable. The Controlling Junior Noteholder or its Operating Advisor (to the extent it is permitted to effect a cure hereunder) shall not be required, in order to effect a cure hereunder, to pay any default interest or late charges under the Mortgage Loan Documents. So long as a Monetary Default exists for which a cure payment permitted hereunder is timely made, such Monetary Default shall not be treated as an Event of Default by the Lead Securitization Noteholder (or any Noteholder Servicer on its behalf) (including for purposes of (i1) the definition of “Sequential Pay Event,” (ii2) accelerating the Mortgage Loan, modifying, amending or waiving any provisions of the Mortgage Loan Documents or commencing proceedings for foreclosure or the taking of title by deed-in-lieu of foreclosure or other similar legal proceedings with respect to the Mortgaged Property; or (iii3) treating the Mortgage Loan as a Specially Serviced Mortgage Loan); provided that such limitation shall not prevent the Lead Securitization Noteholder (or any Servicer on its behalf) from collecting Default Interest default interest or late charges from the Mortgage Loan Borrower. Any amounts advanced by the Controlling Junior Noteholder on behalf of or its Operating Advisor (to the Mortgage Loan Borrower extent permitted hereunder) to effect any cure shall be reimbursable to such the Junior Noteholder under Section 3 or Section 4, as applicable. (b) Notwithstanding anything to the contrary contained in Section 11(a), the Note B Holder Junior Noteholder and its Operating Advisor shall be limited to a combined total of ten six (106) cures of Monetary Defaults, no more than six three (63) of which may occur within any consecutive 12be consecutive, or Non-month periodMonetary Defaults over the term of the Mortgage Loan. Additional Cure Periods or additional Non-Monetary Default Cure Periods shall only be permitted with the consent of the Lead Securitization Noteholder. (c) No action taken by the Note B Holder Junior Noteholder (or its Operating Advisor) in accordance with this Agreement to cure any Event of Default shall excuse performance by the Mortgage Loan Borrower of its obligations under the Mortgage Loan Documents, Documents and the Senior Lead Securitization Noteholder’s and the Non-Lead Securitization Noteholders’ rights under the Mortgage Loan Documents shall not be waived or prejudiced by virtue of such actions of the Note B Holder’s actions Junior Noteholder (or its Operating Advisor) under this Agreement. Subject to the terms of this Agreement, the Note B Holder Junior Noteholder shall be subrogated to any Senior the Lead Securitization Noteholder’s and the Non-Lead Securitization Noteholders’ rights to any payment owing to such the Lead Securitization Noteholder and the Non-Lead Securitization Noteholders for which the Note B Holder Junior Noteholder (or its Operating Advisor) makes a cure payment as permitted under this Section 11 11, but such subrogation rights may not be exercised against the Mortgage Loan Borrower until ninety-one (91) 91 days after the Note Senior Notes is paid in full. (d) If an Event of Default (other than a Monetary Default) occurs and is continuing under the Mortgage Loan Documents (a “Non-Monetary Default”), the Lead Securitization Noteholder shall provide notice of such Non-Monetary Default to the Controlling Noteholder (or the Servicer acting on its behalf) shall promptly provide notice to the Junior Noteholder (while it is the Controlling Noteholder) and the Operating Advisor (while the Junior Noteholder Representativeis the Controlling Noteholder) of such Non-Monetary Default failure (the a “Non-Monetary Default Notice”) and the Junior Noteholder (while it is the Controlling Noteholder) and the Operating Advisor (while the Junior Noteholder is the Controlling Noteholder) shall have the right, but not the obligation, subject to the rights of any Mezzanine Lender set forth in the related intercreditor agreement or the rights of the Investor set forth in the Recognition Agreement, to cure such Non-Monetary Default until the later of (a) within the same period of time as the Mortgage Loan Borrower under the Mortgage Loan Documents, without regard for the date of receipt by the Junior Noteholder (while it is the Controlling Noteholder) or the Operating Advisor (while the Junior Noteholder is the Controlling Noteholder) of the related Non-Monetary Default Notice, and (b) thirty (30) days from the date of or in any event, up to 40 days, to cure such Non-Monetary Default; provided, however, if such Non-Monetary Default is susceptible of cure but cannot reasonably be cured within such period and if curative action was promptly commenced and is being diligently pursued by the Junior Noteholder (while it is the Controlling Noteholder) or the Operating Advisor (while the Junior Noteholder is the Controlling Noteholder), the Junior Noteholder (while it is the Controlling Noteholder) or the Operating Advisor (while the Junior Noteholder is the Controlling Noteholder) shall be given an additional period of time as is reasonably necessary to enable the Junior Noteholder (while it is the Controlling Noteholder) or the Operating Advisor (while the Junior Noteholder is the Controlling Noteholder), in the exercise of due diligence diligence, to cure such Non-Monetary Default for so long as (i) the Junior Noteholder (while it is the Controlling Noteholder) or the Operating Advisor (while the Junior Noteholder is the Controlling Noteholder) diligently and expeditiously proceeds to cure such Non-Monetary Default, (ii) the Junior Noteholder (while it is the Controlling Noteholder) or the Operating Advisor (while the Junior Noteholder is the Controlling Noteholder) makes all cure payments that it is permitted to make in accordance with the terms and provisions of Section 11(a) hereof, (iii) such additional period of time does not exceed ninety (90) days, (iv) such Non-Monetary Default is not caused by an Insolvency Proceeding and and, during such period of time that the Junior Noteholder (while it is the Controlling Noteholder) or the Operating Advisor (while the Junior Noteholder is the Controlling Noteholder) has to cure a Non-Monetary Default in accordance with this Section 11(d) (the “Non-Monetary Default Cure Period”) ), an Insolvency Proceeding does not occur and (v) during such the applicable Non-Monetary Default Cure Period, there is no material adverse effect on the Mortgage Loan Borrower or the Mortgaged Property or the value of the Mortgage Loan as a result of such Non-Monetary Default or the attempted cure. The applicable Non-Monetary Default Notice shall contain a statement in boldface font that the Junior Noteholder’s (while it is the Controlling Noteholder’s ) or the Operating Advisor’s (while the Junior Noteholder is the Controlling Noteholder Representative’s Noteholder) failure to cure such the related Non-Monetary Default within the applicable Non-Monetary Default Cure Period after receiving such notice will result in the termination of the right to cure such Non-Monetary Default. The Junior Noteholder (while it is the Controlling Noteholder) and the Operating Advisor (while the Junior Noteholder is the Controlling Noteholder) shall not contact the Mortgage Loan Borrower in order to effect any cures under Sections Section 11(a) or this Section 11(d) without unless it is in conjunction with the Special Servicer or the Junior Noteholder (while it is the Controlling Noteholder) or the Operating Advisor (while the Junior Noteholder is the Controlling Noteholder) has obtained the prior written consent of the Lead Securitization NoteholderNoteholder (or the Servicer on its behalf).

Cure Rights of Controlling Noteholder. (a) Subject to Section 11(b) below, in the event that the Mortgage Loan Borrower fails to make any monetary payment on the Mortgage Loan by the end of the any grace period (the “Grace Period”), if applicable, for such payment permitted under the applicable Mortgage Loan Documents (a “Monetary Default”), the Lead Securitization Noteholder shall provide written notice to the Controlling Noteholder and the Controlling Noteholder Representative of such default (the “Monetary Default Notice”). The Controlling Noteholder shall have the right, but not the obligation, to cure such Monetary Default within five ten (510) Business Days after receiving the Monetary Default Notice (the “Cure Period”) and at no other times. The Monetary Default Notice shall contain a statement in boldface font that the Controlling Noteholder’s or the Controlling Noteholder Representative’s failure to cure such Monetary Default within five ten (510) Business Days after receiving such notice will result in the termination of the right to cure such Monetary Default. At the time a payment is made to cure a Monetary Default, the Controlling Noteholder shall pay or reimburse the Lead Securitization Noteholder for all unreimbursed Advances (whether or not recoverable with respect to the Senior Notes, including principal and interest advances made with respect to Senior Notes under any Non-Lead Non‑Lead Securitization Servicing Agreement), Advance Interest Amounts, any unpaid fees to any Servicer and any Additional Servicing Expenses. The Controlling Noteholder shall not be required, in order to effect a cure hereunder, to pay any default interest or late charges under the Mortgage Loan Documents. So long as a Monetary Default exists for which a cure payment permitted hereunder is madetimely made in full, such Monetary Default shall not be treated as an Event of Default by any Noteholder (including for purposes of (i) the definition of “Sequential Pay Event,” (ii) accelerating the Mortgage Loan, modifying, amending or waiving any provisions of the Mortgage Loan Documents or commencing proceedings for foreclosure or the taking of title by deed-in-lieu deed‑in‑lieu of foreclosure or other similar legal proceedings with respect to the Mortgaged Property; or (iii) treating the Mortgage Loan as a Specially Serviced Mortgage Loan); provided that such limitation shall not prevent the Lead Securitization Noteholder from collecting Default Interest or late charges from the Mortgage Loan Borrower. Any amounts advanced by the Controlling Noteholder on behalf of the Mortgage Loan Borrower to effect any cure shall be reimbursable to such Noteholder under Section 3 or Section 4, as applicable. (b) Notwithstanding anything to the contrary contained in Section 11(a), the Note B Holder shall be limited to a combined total of ten fourteen (1014) cures of Monetary Defaults, no more than six (6) of which may occur within any consecutive 12-month 12‑month period. Additional Cure Periods shall only be permitted with the consent of the Lead Securitization Noteholder. (c) No action taken by the Note B Holder in accordance with this Agreement to cure any Event of Default shall excuse performance by the Mortgage Loan Borrower of its obligations under the Mortgage Loan Documents, and the Senior Noteholders’ rights under the Mortgage Loan Documents shall not be waived or prejudiced by virtue of the Note B Holder’s actions under this Agreement. Subject to the terms of this Agreement, the Note B Holder shall be subrogated to any Senior Noteholder’s rights to any payment owing to such Noteholder for which the Note B Holder makes a cure payment as permitted under this Section 11 but such subrogation rights may not be exercised against the Mortgage Loan Borrower until ninety-one ninety‑one (91) days after the Note is paid in full. (d) If an Event of Default (other than a Monetary Default) occurs and is continuing under the Mortgage Loan Documents (a “Non-Monetary Non‑Monetary Default”), the Lead Securitization Noteholder shall provide notice of such Non-Monetary Non‑Monetary Default to the Controlling Noteholder (or the Controlling Noteholder Representative) of such Non-Monetary Non‑Monetary Default (the “Non-Monetary Non‑Monetary Default Notice”) and the Controlling Noteholder shall have the right, but not the obligation, to cure such Non-Monetary Non‑Monetary Default until the later of (a) the same period of time as the Mortgage Loan Borrower under the Mortgage Loan Documents, without regard for the date of receipt by the Controlling Noteholder of the Non-Monetary Non‑Monetary Default Notice, and (b) thirty (30) days from the date of such Non-Monetary Non‑Monetary Default; provided, if such Non-Monetary Non‑Monetary Default is susceptible of cure but cannot reasonably be cured within such period and if curative action was promptly commenced and is being diligently pursued by the Controlling Noteholder, the Controlling Noteholder shall be given an additional period of time as is reasonably necessary to enable the Controlling Noteholder in the exercise of due diligence to cure such Non-Monetary Non‑Monetary Default for so long as (i) the Controlling Noteholder diligently and expeditiously proceeds to cure such Non-Monetary Non‑Monetary Default, (ii) the Controlling Noteholder makes all cure payments that it is permitted to make in accordance with the terms and provisions of Section 11(a) hereof, (iii) such additional period of time does not exceed ninety (90) days, (iv) such Non-Monetary Non‑Monetary Default is not caused by an Insolvency Proceeding and during such period of time that the Controlling Noteholder has to cure a Non-Monetary Non‑Monetary Default in accordance with this Section 11(d) (the “Non-Monetary Non‑Monetary Default Cure Period”) an Insolvency Proceeding does not occur and (v) during such Non-Monetary Non‑Monetary Default Cure Period, there is no material adverse effect on the Mortgage Loan Borrower or the Mortgaged Property or the value of the Mortgage Loan as a result of such Non-Monetary Non‑Monetary Default or the attempted cure. The Non-Monetary Non‑Monetary Default Notice shall contain a statement in boldface font that the Controlling Noteholder’s or the Controlling Noteholder Representative’s failure to cure such Non-Monetary Non‑Monetary Default within the applicable Non-Monetary Non‑Monetary Default Cure Period after receiving such notice will result in the termination of the right to cure such Non-Monetary Non‑Monetary Default. The Controlling Noteholder shall not contact the Mortgage Loan Borrower in order to effect any cures under Sections 11(a) or this 11(d) without the prior written consent of the Lead Securitization Noteholder.

Cure Rights of Controlling Noteholder. (a) Subject to Section 11(b) below, in the event that the Mortgage Loan Borrower fails to make any monetary payment of a liquidated sum of money due on the Mortgage Loan by the end of the any applicable grace period (the “Grace Period”), if applicable, any) for such payment permitted under the applicable Mortgage Loan Documents (a “Monetary Default”), the Lead Securitization Noteholder (or the Servicer acting on its behalf) shall provide written notice of such failure to the Controlling Junior Noteholder and (while it is the Controlling Noteholder) and its Operating Advisor (while the Junior Noteholder Representative of such default is the Controlling Noteholder) (the in each case, a “Monetary Default Notice”). The If the Junior Noteholder (while it is the Controlling Noteholder) or its Operating Advisor (while the Junior Noteholder shall have is the right, but Controlling Noteholder) has not the obligation, to cure cured such Monetary Default within five (5) Business Days after receiving the related Monetary Default Notice, the Lead Securitization Noteholder (or the Servicer acting on its behalf) shall deliver an additional copy of the Monetary Default Notice (the “Cure Period”) and at no other times. The Monetary Default Notice shall contain that contains a statement in boldface font that this is a second notice and that the Controlling Junior Noteholder’s or the Controlling Noteholder Representativeits Operating Advisor’s failure to cure such Monetary Default within five (5) Business Days after receiving such second notice will result in the termination of the right to cure such Monetary Default. The Junior Noteholder (while it is the Controlling Noteholder) or its Operating Advisor (while the Junior Noteholder is the Controlling Noteholder) shall have the right, but not the obligation, to cure such Monetary Default after receiving the first Monetary Default Notice and until the period ending five (5) Business Days after receiving the second Monetary Default Notice (the “Cure Period”) and at no other times. At the time a payment is made to cure a Monetary DefaultDefault as permitted hereunder, the Controlling Junior Noteholder (or its Operating Advisor) shall pay or reimburse the Lead Securitization Noteholder for all unreimbursed Advances (whether or not recoverable with respect to the Senior NotesLead Securitization Note or any Non-Lead Securitization Note, including principal and interest advances made with respect to Senior Notes such Non-Lead Securitization Note under any the related Non-Lead Securitization Servicing Agreement), Advance Interest Amounts, any unpaid fees to any Servicer or Non-Lead Servicer specifically provided for in the Lead Securitization Servicing Agreement and any Additional Servicing Expenses. At any time (while the Junior Noteholder is the Controlling Noteholder) the Junior Noteholder or its Operating Advisor believes that a Monetary Default has occurred, the Junior Noteholder and its Operating Advisor shall have the right (i) to send a written notice to the Servicer requesting written confirmation as to whether a Monetary Default has occurred and is continuing and, if the Servicer provides any such written confirmation indicating that a Monetary Default has occurred and is continuing, the Junior Noteholder or its Operating Advisor may proceed with exercising its cure rights as set forth herein, and (ii) pending its receipt of any written confirmation described in the foregoing clause (i), to tender a cure payment to the Servicer in the amount it reasonably believes necessary to cure such potential Monetary Default, which cure payment shall either be (A) in the event a Monetary Default has occurred, retained and applied to the cure of such Monetary Default in accordance with the terms hereof, or (B) in the event that no Monetary Default has occurred, returned by the Servicer to the Junior Noteholder or its Operating Advisor, as applicable. If the amount of a cure payment tendered by the Junior Noteholder or its Operating Advisor in accordance with this Section 11(a) is less than the amount necessary to effect a cure of a Monetary Default, such payment shall not effect a cure, but the Junior Noteholder or its Operating Advisor may effect a cure if it pays any deficiency within the applicable Cure Period in accordance with this Section 11(a). If the amount of a cure payment tendered by the Junior Noteholder or its Operating Advisor exceeds the amount necessary to effect a cure, the Servicer shall return such excess to the Junior Noteholder or its Operating Advisor, as applicable. The Controlling Junior Noteholder or its Operating Advisor (to the extent it is permitted to effect a cure hereunder) shall not be required, in order to effect a cure hereunder, to pay any default interest or late charges under the Mortgage Loan Documents. So long as a Monetary Default exists for which a cure payment permitted hereunder is timely made, such Monetary Default shall not be treated as an Event of Default by the Lead Securitization Noteholder (or any Noteholder Servicer on its behalf) (including for purposes of (i1) the definition of “Sequential Pay Event,” (ii2) accelerating the Mortgage Loan, modifying, amending or waiving any provisions of the Mortgage Loan Documents or commencing proceedings for foreclosure or the taking of title by deed-in-lieu of foreclosure or other similar legal proceedings with respect to the Mortgaged Property; or (iii3) treating the Mortgage Loan as a Specially Serviced Mortgage Loan); provided that such limitation shall not prevent the Lead Securitization Noteholder (or any Servicer on its behalf) from collecting Default Interest default interest or late charges from the Mortgage Loan Borrower. Any amounts advanced by the Controlling Junior Noteholder on behalf of or its Operating Advisor (to the Mortgage Loan Borrower extent permitted hereunder) to effect any cure shall be reimbursable to such the Junior Noteholder under Section 3 or Section 4, as applicable. (b) Notwithstanding anything to the contrary contained in Section 11(a), the Note B Holder Junior Noteholder and its Operating Advisor shall be limited to a combined total of ten six (106) cures of Monetary Defaults, no more than six three (63) of which may occur within any consecutive 12be consecutive, or Non-month periodMonetary Defaults over the term of the Mortgage Loan. Additional Cure Periods or additional Non-Monetary Default Cure Periods shall only be permitted with the consent of the Lead Securitization Noteholder. (c) No action taken by the Note B Holder Junior Noteholder (or its Operating Advisor) in accordance with this Agreement to cure any Event of Default shall excuse performance by the Mortgage Loan Borrower of its obligations under the Mortgage Loan Documents, Documents and the Senior Lead Securitization Noteholder’s and the Non-Lead Securitization Noteholders’ rights under the Mortgage Loan Documents shall not be waived or prejudiced by virtue of such actions of the Note B Holder’s actions Junior Noteholder (or its Operating Advisor) under this Agreement. Subject to the terms of this Agreement, the Note B Holder Junior Noteholder shall be subrogated to any Senior the Lead Securitization Noteholder’s and the Non-Lead Securitization Noteholders’ rights to any payment owing to such the Lead Securitization Noteholder and the Non-Lead Securitization Noteholders for which the Note B Holder Junior Noteholder (or its Operating Advisor) makes a cure payment as permitted under this Section 11 11, but such subrogation rights may not be exercised against the Mortgage Loan Borrower until ninety-one (91) 91 days after the Note Senior Notes is paid in full. (d) If an Event of Default (other than a Monetary Default) occurs and is continuing under the Mortgage Loan Documents (a “Non-Monetary Default”), the Lead Securitization Noteholder shall provide notice of such Non-Monetary Default to the Controlling Noteholder (or the Servicer acting on its behalf) shall promptly provide notice to the Junior Noteholder (while it is the Controlling Noteholder) and the Operating Advisor (while the Junior Noteholder Representativeis the Controlling Noteholder) of such Non-Monetary Default failure (the a “Non-Monetary Default Notice”) and the Junior Noteholder (while it is the Controlling Noteholder) and the Operating Advisor (while the Junior Noteholder is the Controlling Noteholder) shall have the right, but not the obligation, to cure such Non-Monetary Default until the later of (a) within the same period of time as the Mortgage Loan Borrower under the Mortgage Loan Documents, without regard for the date of receipt by the Junior Noteholder (while it is the Controlling Noteholder) or the Operating Advisor (while the Junior Noteholder is the Controlling Noteholder) of the related Non-Monetary Default Notice, and (b) thirty (30) days from the date of or in any event, up to 40 days, to cure such Non-Monetary Default; provided, however, if such Non-Monetary Default is susceptible of cure but cannot reasonably be cured within such period and if curative action was promptly commenced and is being diligently pursued by the Junior Noteholder (while it is the Controlling Noteholder) or the Operating Advisor (while the Junior Noteholder is the Controlling Noteholder), the Junior Noteholder (while it is the Controlling Noteholder) or the Operating Advisor (while the Junior Noteholder is the Controlling Noteholder) shall be given an additional period of time as is reasonably necessary to enable the Junior Noteholder (while it is the Controlling Noteholder) or the Operating Advisor (while the Junior Noteholder is the Controlling Noteholder), in the exercise of due diligence diligence, to cure such Non-Monetary Default for so long as (i) the Junior Noteholder (while it is the Controlling Noteholder) or the Operating Advisor (while the Junior Noteholder is the Controlling Noteholder) diligently and expeditiously proceeds to cure such Non-Monetary Default, (ii) the Junior Noteholder (while it is the Controlling Noteholder) or the Operating Advisor (while the Junior Noteholder is the Controlling Noteholder) makes all cure payments that it is permitted to make in accordance with the terms and provisions of Section 11(a) hereof, (iii) such additional period of time does not exceed ninety (90) days, (iv) such Non-Monetary Default is not caused by an Insolvency Proceeding and and, during such period of time that the Junior Noteholder (while it is the Controlling Noteholder) or the Operating Advisor (while the Junior Noteholder is the Controlling Noteholder) has to cure a Non-Monetary Default in accordance with this Section 11(d) (the “Non-Monetary Default Cure Period”) ), an Insolvency Proceeding does not occur and (v) during such the applicable Non-Monetary Default Cure Period, there is no material adverse effect on the Mortgage Loan Borrower or the Mortgaged Property or the value of the Mortgage Loan as a result of such Non-Monetary Default or the attempted cure. The applicable Non-Monetary Default Notice shall contain a statement in boldface font that the Junior Noteholder’s (while it is the Controlling Noteholder’s ) or the Operating Advisor’s (while the Junior Noteholder is the Controlling Noteholder Representative’s Noteholder) failure to cure such the related Non-Monetary Default within the applicable Non-Monetary Default Cure Period after receiving such notice will result in the termination of the right to cure such Non-Monetary Default. The Junior Noteholder (while it is the Controlling Noteholder) and the Operating Advisor (while the Junior Noteholder is the Controlling Noteholder) shall not contact the Mortgage Loan Borrower in order to effect any cures under Sections Section 11(a) or this Section 11(d) without unless it is in conjunction with the Special Servicer or the Junior Noteholder (while it is the Controlling Noteholder) or the Operating Advisor (while the Junior Noteholder is the Controlling Noteholder) has obtained the prior written consent of the Lead Securitization NoteholderNoteholder (or the Servicer on its behalf).