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

Exercise of Remedies by the Servicer. (a) Each Participation Holder acknowledges that, subject to the terms of this Agreement, (i) the Servicer may exercise or refrain from exercising any rights that the Participation A Holder may have hereunder in a manner that may be adverse to the interests of the Participation B Holder, so long as such actions are in accordance with the Servicing Standard, (ii) the Servicer shall not have any liability whatsoever to any Participation Holder as a result of the Servicer’s exercise of such rights or any omission to exercise such rights, except as expressly provided herein or for acts or omissions that are taken or omitted to be taken by the Servicer that constitute the negligence or willful misconduct of the Servicer or a breach of this Agreement, and (iii) the Servicer shall service and administer the Mezzanine A Loan on behalf of the Participation Holders in accordance with the Servicing Standard, taking into account the interests of the Participation Holders; but in all cases recognizing the fact that Participation B is subject and subordinate to Participation A in accordance with the terms of this Agreement. Each Participation Holder agrees that the Servicer, to the extent consistent with the terms of this Agreement and subject to Section 19, shall have the sole and exclusive authority with respect to the administration of, and exercise of rights and remedies with respect to, the Mezzanine A Loan (except with respect to the funding of Future Advances pursuant to Section 17 and as otherwise provided in this Agreement or the Servicing Agreement), including, without limitation, the sole and exclusive authority (i) to modify or waive any of the terms of the Mezzanine A Loan Documents, (ii) to consent to any action or failure to act by the Mezzanine A Borrower or any party to the Mezzanine A Loan Documents, (iii) to vote all claims with respect to the Mezzanine A Loan in any bankruptcy, insolvency or other similar proceedings and (iv) to take legal action to enforce or protect the Holders’ interests with respect to the Mezzanine A Loan or to refrain from exercising any powers or rights under the Mezzanine A Loan Documents, including the right at any time to call or waive any Events of Default, or accelerate or refrain from accelerating the Mezzanine A Loan or institute any foreclosure action, foreclosure sale, sale by power of sale or acceptance of a transfer or assignment in lieu of foreclosure, and in each case, acting in accordance with the Servicing Standard and the terms of this Agreement. No Participation Holder shall have any voting, consent or other rights whatsoever with respect to the administration of, or exercise of its rights and remedies with respect to, the Mezzanine A Loan, except as provided in this Agreement. Each Holder agrees that it shall have no right to, and hereby presently and irrevocably assigns and conveys to the Servicer (acting on behalf of the Participation Holders), the rights, if any, that such Participation Holder has (i) to declare or cause the Servicer to declare an Event of Default under the Mezzanine A Loan, (ii) to exercise any remedies with respect to the Mezzanine A Loan, including, without limitation, filing or causing the Servicer to file any bankruptcy petition against the Mezzanine A Borrower or (iii) to vote any claims with respect to the Mezzanine A Loan in any bankruptcy, insolvency or similar type of proceeding of the Mezzanine A Borrower, provided, that the foregoing shall not be construed to contravene the rights of the Participation Holders under Section 19. Each Participation Holder shall, from time to time, execute such documents as the Servicer shall reasonably request to evidence such assignment with respect to the rights described in clause (iii) of the preceding sentence. (b) Notwithstanding anything to the contrary contained herein, in no event shall the Servicer be permitted to take any action or refrain from taking any action which would violate the laws of any applicable jurisdiction, breach the Mezzanine A Loan Documents, or be inconsistent with the Servicing Standard or violate any other provisions of the Servicing Agreement, the Intercreditor Agreement or this Agreement.

Exercise of Remedies by the Servicer. (a) Each Participation Holder acknowledges that, subject Subject to the terms Section 20 of this Agreement, (i) and except as otherwise provided in this Agreement or the Servicing Agreement and subject to the applicable limitations set forth in this Agreement or the Servicing Agreement, the Servicer may exercise (or refrain from exercising any rights that the Participation A Holder may have hereunder in a manner that may be adverse to the interests of the Participation B Holder, so long as such actions are other party entitled in accordance with the Servicing Standard, (ii) the Servicer shall not have any liability whatsoever Agreement to any Participation Holder as a result of the Servicer’s exercise of such rights or any omission to exercise such rights, except as expressly provided herein or for acts or omissions that are taken or omitted to be taken by the Servicer that constitute the negligence or willful misconduct of the Servicer or a breach of this Agreement, and (iii) the Servicer shall service and administer the Mezzanine A Loan act on behalf of the Participation Holders in accordance with the Servicing Standard, taking into account the interests of the Participation Holders; but in all cases recognizing the fact that Participation B is subject and subordinate to Participation A in accordance with the terms of this Agreement. Each Participation Holder agrees that the Servicer, to the extent consistent with the terms of this Agreement and subject to Section 19, ) shall have the sole and exclusive authority with respect to the administration of, and exercise of all rights and remedies with respect to, the Mezzanine A Mortgage Loan (except with respect to the funding of Future Advances pursuant to Section 17 and as otherwise provided in granted under this Agreement or the Servicing Agreement), including, without limitation, the sole and exclusive authority to (i) to modify or waive any of the terms of the Mezzanine A Mortgage Loan Documents, (ii) to consent to any action or failure to act by the Mezzanine A Mortgage Loan Borrower or any party to the Mezzanine A Mortgage Loan Documents, (iii) to vote all claims with respect to the Mezzanine A Mortgage Loan in any bankruptcy, insolvency or other similar proceedings and (iv) to take legal action to enforce or protect the Holders’ interests with respect to the Mezzanine A Mortgage Loan or to refrain from exercising any powers or rights under the Mezzanine A Mortgage Loan Documents, including the right at any time to call declare or waive any Events of Default, or accelerate or refrain from accelerating the Mezzanine A Mortgage Loan or institute any foreclosure action, foreclosure sale, sale by power of sale or acceptance of a transfer or assignment in lieu of foreclosure, and in each case, acting in accordance with the Servicing Standard and subject to the terms and conditions of this Agreement. No Participation Holder , including, without limitation, Section 20 hereof, the Non-Lead Note A Holders and the Note B Holders shall not have any voting, consent or other rights whatsoever with respect to the Servicer’s administration of, or exercise of its rights and remedies with respect to, the Mezzanine Mortgage Loan on behalf of the Note A Holders. Subject to the terms and conditions of the Servicing Agreement, and subject to the terms and conditions of Section 10(b) hereof, the Servicer on behalf of the Note A Holders shall have the sole and exclusive authority to make servicing advances with respect to the Mortgage Loan, except . Except as otherwise provided in this Agreement. Each Holder , each of the Non-Lead Note A Holders and the Note B Holders agrees that it shall have no right to, and hereby presently and irrevocably assigns and conveys to the Servicer (acting or other party entitled in accordance with the Servicing Agreement to act on behalf of the Participation Holders), the rights, if any, that such Participation Holder has (iA) to declare or cause the Lead Note A Holder or the Servicer to declare an Event of Default under the Mezzanine A Mortgage Loan, (iiB) to exercise any remedies with respect to the Mezzanine A LoanMortgage Loan or the Mortgage Loan Borrower, including, without limitation, filing or causing the Note A Holders or the Servicer to file any bankruptcy petition against the Mezzanine A Mortgage Loan Borrower or (iiiC) to vote any claims with respect to the Mezzanine A Mortgage Loan in any bankruptcy, insolvency or similar type of proceeding of the Mezzanine A Mortgage Loan Borrower, provided, that the foregoing shall not be construed to contravene the rights . Each of the Participation Non-Lead Note A Holders under Section 19. Each Participation Holder and the Note B Holders shall, from time to time, execute such documents as the Lead Note A Holder or the Servicer shall reasonably request to evidence such assignment with respect to the rights described in clause (iii) of the preceding sentencefirst sentence in this Section 19(a). Each of the Non-Lead Note A Holders and the Note B Holders acknowledge that the Servicer on behalf of the Lead Note A Holder may in its sole discretion (subject to the terms of this Agreement, the Mortgage Loan Documents and the Servicing Agreement) exercise, or omit to exercise, any rights that the Servicer on behalf of the Note A Holders may have under this Agreement or the Servicing Agreement in a manner that may be adverse to the interests of the Non-Lead Note A Holders or Note B Holders, and that the Servicer on behalf of Note A Holders shall have no liability whatsoever to the Non-Lead Note A Holders or the Note B Holders (or a servicer on their behalf), other than as set forth in Section 9 hereof, in connection with exercise of rights by the Servicer on behalf of the Note A Holders or any omission by the Servicer on behalf of the Note A Holders to exercise such rights. The foregoing provisions of this Section 19(a) shall not limit the right of a Note B Holder or any Affiliate thereof to be the Special Servicer or to exercise its rights as Controlling Holder under this Agreement or any comparable rights of any Holder of Note B-1, Note B-2, Note B-3, Note B-4, Note B-5 or Note B-6, as applicable, under the Servicing Agreement. Each of the Note B Holders expressly and irrevocably waives for itself and any Person claiming through or under such Holder any and all rights that it may have under Section 1315 of the New York Real Property Actions and Proceedings Law or the provisions of any similar law that purports to give a junior noteholder, mortgagee or loan participant the right to initiate any loan enforcement or foreclosure proceedings. (b) Notwithstanding anything to the contrary contained herein, the exercise by the Lead Note A Holder (or the Servicer or the Trustee on its behalf) of its rights under this Section 19 shall be subject in all respects to any section of the Servicing Agreement governing REMIC administration, and in no event shall the Lead Note A Holder (or the Servicer or the Trustee on its behalf) be permitted to take any action or refrain from taking any action which would violate the laws of any applicable jurisdiction, breach the Mezzanine A Mortgage Loan Documents, Documents or be inconsistent with the Servicing Standard or violate any other provisions of the Servicing Agreement, the Intercreditor Agreement or this Agreement or cause the arrangement evidenced hereby not to be treated as a “grantor trust” for federal income tax purposes. (c) The Lead Note A Holder (or the Servicer or the Trustee on its behalf) shall exercise such rights and powers described in this Section 19 on the understanding that the Lead Note A Holder (or the Servicer or the Trustee on its behalf) shall administer the Mortgage Loan in a manner consistent with the Servicing Agreement and this Agreement. Without limiting the generality of the foregoing, the Lead Note A Holder (or the Servicer or the Trustee on its behalf) may rely on the advice of legal counsel, accountants and other experts (hired by the Lead Note A Holder (or the Servicer or the Trustee on its behalf)) and upon any written communication or telephone conversation which the Lead Note A Holder or such Servicer or Trustee believes to be genuine and correct or to have been signed, sent or made by the proper Person. (d) Upon the Mortgage Loan becoming a Defaulted Mortgage Loan, the Lead Note A Holder (or the Special Servicer acting on behalf of the Lead Note A Holder) shall have the authority to sell all of Note A subject to the Note B Holders purchase option right set forth in Section 10(a) and the terms and conditions of Section 16(a) (and, if any of the Note B Holders consents to the inclusion of its respective Note B in such a sale as described below, such Note B) together in accordance with the terms of the Lead Note A PSA. The Non-Lead Note A Holder (and, if any of the Note B Holders have consented to the inclusion of its respective Note B in such a sale as described below, each of such Note B Holders) hereby appoints the Lead Note A Holder as its agent, and grants to the Lead Note A Holder an irrevocable power of attorney coupled with an interest, and its proxy, for the purpose of soliciting and accepting offers for and consummating the sale of its Note. The Non-Lead Note A Holder (and, if any of the Note B Holders have consented to the inclusion of its respective Note B in such a sale as described below, each of such Note B Holders) agrees that, upon the request of the Lead Note A Holder (or the Special Servicer acting on behalf of the Lead Note A Holder), such Note Holder shall execute and deliver to or at the direction of Lead Note A Holder (or the Special Servicer acting on behalf of the Lead Note A Holder) such powers of attorney or other instruments as the Lead Note A Holder (or the Special Servicer acting on behalf of the Lead Note A Holder) may reasonably request to better assure and evidence the foregoing appointment and grant, in each case promptly following request, and shall deliver any related original documentation evidencing its Note (endorsed in blank if necessary) to or at the direction of the Lead Note A Holder (or the Special Servicer acting on behalf of the Lead Note A Holder) in connection with the consummation of any such sale. Any individual Note B shall be included in such an offer and sale only if the applicable Note B Holder affirmatively consents in writing thereto not later than thirty (30) days following the Purchase Option Notice described in Section 10(a).

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

Exercise of Remedies by the Servicer. (a) Each Participation Holder acknowledges that, subject Subject to the terms Section 20 of this Agreement, (i) and except as otherwise provided in this Agreement or the Servicing Agreement and subject to the applicable limitations set forth in this Agreement or the Servicing Agreement, the Servicer may exercise (or refrain from exercising any rights that the Participation A Holder may have hereunder in a manner that may be adverse to the interests of the Participation B Holder, so long as such actions are other party entitled in accordance with the Servicing Standard, (ii) the Servicer shall not have any liability whatsoever Agreement to any Participation Holder as a result of the Servicer’s exercise of such rights or any omission to exercise such rights, except as expressly provided herein or for acts or omissions that are taken or omitted to be taken by the Servicer that constitute the negligence or willful misconduct of the Servicer or a breach of this Agreement, and (iii) the Servicer shall service and administer the Mezzanine A Loan act on behalf of the Participation Holders in accordance with the Servicing Standard, taking into account the interests of the Participation Holders; but in all cases recognizing the fact that Participation B is subject and subordinate to Participation A in accordance with the terms of this Agreement. Each Participation Holder agrees that the Servicer, to the extent consistent with the terms of this Agreement and subject to Section 19, ) shall have the sole and exclusive authority with respect to the administration of, and exercise of all rights and remedies with respect to, the Mezzanine A Mortgage Loan (except with respect to the funding of Future Advances pursuant to Section 17 and as otherwise provided in granted under this Agreement or the Servicing Agreement), including, without limitation, the sole and exclusive authority to (i) to modify or waive any of the terms of the Mezzanine A Mortgage Loan Documents, (ii) to consent to any action or failure to act by the Mezzanine A Mortgage Loan Borrower or any party to the Mezzanine A Mortgage Loan Documents, (iii) to vote all claims with respect to the Mezzanine A Mortgage Loan in any bankruptcy, insolvency or other similar proceedings and (iv) to take legal action to enforce or protect the Holders’ interests with respect to the Mezzanine A Mortgage Loan or to refrain from exercising any powers or rights under the Mezzanine A Mortgage Loan Documents, including the right at any time to call declare or waive any Events of Default, or accelerate or refrain from accelerating the Mezzanine A Mortgage Loan or institute any foreclosure action, foreclosure sale, sale by power of sale or acceptance of a transfer or assignment in lieu of foreclosure, and in each case, acting in accordance with the Servicing Standard and subject to the terms and conditions of this Agreement. No Participation , including, without limitation, Section 20 hereof, the Note B Holder shall not have any voting, consent or other rights whatsoever with respect to the Servicer’s administration of, or exercise of its rights and remedies with respect to, the Mezzanine Mortgage Loan on behalf of the Note A Holder. Subject to the terms and conditions of the Servicing Agreement, and subject to the terms and conditions of Section 9(b) hereof, the Servicer on behalf of the Note A Holder shall have the sole and exclusive authority to make servicing advances with respect to the Mortgage Loan, except . Except as otherwise provided in this Agreement. Each , the Note B Holder agrees that it shall have no right to, and hereby presently and irrevocably assigns and conveys to the Servicer (acting or other party entitled in accordance with the Servicing Agreement to act on behalf of the Participation Holders), the rights, if any, that such Participation Holder has (iA) to declare or cause the Note A Holder or the Servicer to declare an Event of Default under the Mezzanine A Mortgage Loan, (iiB) to exercise any remedies with respect to the Mezzanine A LoanMortgage Loan or the Mortgage Loan Borrower, including, without limitation, filing or causing the Note A Holder or the Servicer to file any bankruptcy petition against the Mezzanine A Mortgage Loan Borrower or (iiiC) to vote any claims with respect to the Mezzanine A Mortgage Loan in any bankruptcy, insolvency or similar type of proceeding of the Mezzanine A Mortgage Loan Borrower, provided, that the foregoing . The Note B Holder shall not be construed to contravene the rights of the Participation Holders under Section 19. Each Participation Holder shall, from time to time, execute such documents as the Note A Holder or the Servicer shall reasonably request to evidence such assignment with respect to the rights described in clause (iii) of the preceding sentencefirst sentence in this Section 19(a). The Note B Holder acknowledges that the Servicer on behalf of Note A Holder may in its sole discretion (subject to the terms of this Agreement, the Mortgage Loan Documents, and the Servicing Agreement) exercise, or omit to exercise, any rights that the Servicer on behalf of Note A Holder may have under this Agreement or the Servicing Agreement in a manner that may be adverse to the interest of the Note B Holder, and that the Servicer on behalf of Note A Holder shall have no liability whatsoever to the Note B Holder (or a servicer on its behalf), other than as set forth in Section 8 hereof, in connection with exercise of rights by the Servicer on behalf of the Note A Holder or any omission by the Servicer on behalf of the Note A Holder to exercise such rights. The foregoing provisions of this Section 19(a) shall not limit the rights of the Note B Holder hereunder, or the right of the Note B Holder or any Affiliate thereof to be the Special Servicer or to exercise its rights as Controlling Holder under this Agreement or Controlling Holder under the Servicing Agreement. The Note B Holder expressly and irrevocably waives for itself and any Person claiming through or under such Holder any and all rights that it may have under Section 1315 of the New York Real Property Actions and Proceedings Law or the provisions of any similar law that purports to give a junior noteholder, mortgagee or loan participant the right to initiate any loan enforcement or foreclosure proceedings. (b) Notwithstanding anything to the contrary contained herein, the exercise by the Note A Holder (or the Servicer or the Trustee on its behalf) of its rights under this Section 19 shall be subject in all respects to any section of the Servicing Agreement governing REMIC administration, and in no event shall the Note A Holder (or the Servicer or the Trustee on its behalf) be permitted to take any action or refrain from taking any action which would violate the laws of any applicable jurisdiction, breach the Mezzanine A Mortgage Loan Documents, Documents or be inconsistent with the Servicing Standard or violate any other provisions of the Servicing Agreement, the Intercreditor Agreement or this Agreement or cause the arrangement evidenced hereby not to be treated as a “grantor trust” for federal income tax purposes. (c) The Note A Holder (or the Servicer or the Trustee on its behalf) shall exercise such rights and powers described in this Section 19 on the understanding that the Note A Holder (or the Servicer or the Trustee on its behalf) shall administer the Mortgage Loan in a manner consistent with the Servicing Agreement and this Agreement. Without limiting the generality of the foregoing, the Note A Holder (or the Servicer or the Trustee on its behalf) may rely on the advice of legal counsel, accountants and other experts (including those retained by the Mortgage Loan Borrower) and upon any written communication or telephone conversation which the Note A Holder or such Servicer or Trustee believes to be genuine and correct or to have been signed, sent or made by the proper Person. (d) Upon the Mortgage Loan becoming a Defaulted Mortgage Loan, the Note A Holder (or the Special Servicer acting on behalf of the Note A Holder) shall have the authority to sell Note A (and, if the Note B Holder consents to the inclusion of Note B in such a sale as described below, Note B) together in accordance with the terms of the Note A PSA. The Note B Holder (if the Note B Holder has consented to the inclusion of Note B in such a sale as described below) hereby appoints the Note A Holder as its agent, and grants to the Note A Holder an irrevocable power of attorney coupled with an interest, and its proxy, for the purpose of soliciting and accepting offers for and consummating the sale of its Note. The Note B Holder (if the Note B Holder has consented to the inclusion of Note B in such a sale as described below) agrees that, upon the request of the Note A Holder (or the Special Servicer acting on behalf of the Note A Holder), such Note Holder shall execute and deliver to or at the direction of Note A Holder (or the Special Servicer acting on behalf of the Note A Holder) such powers of attorney or other instruments as the Note A Holder (or the Special Servicer acting on behalf of the Note A Holder) may reasonably request to better assure and evidence the foregoing appointment and grant, in each case promptly following request, and shall deliver any related original documentation evidencing its Note (endorsed in blank if necessary) to or at the direction of the Note A Holder (or the Special Servicer acting on behalf of the Note A Holder) in connection with the consummation of any such sale. Note B shall be included in such an offer and sale only if the Note B Holder affirmatively consents in writing thereto not later than thirty (30) days following the Purchase Option Notice described in Section 9(a).

Exercise of Remedies by the Servicer. (a) Each Participation Holder acknowledges that, subject Subject to the terms Section 20 of this Agreement, (i) and except as otherwise provided in this Agreement or the Servicing Agreement and subject to the applicable limitations set forth in this Agreement or the Servicing Agreement, the Servicer may exercise (or refrain from exercising any rights that the Participation A Holder may have hereunder in a manner that may be adverse to the interests of the Participation B Holder, so long as such actions are other party entitled in accordance with the Servicing Standard, (ii) the Servicer shall not have any liability whatsoever Agreement to any Participation Holder as a result of the Servicer’s exercise of such rights or any omission to exercise such rights, except as expressly provided herein or for acts or omissions that are taken or omitted to be taken by the Servicer that constitute the negligence or willful misconduct of the Servicer or a breach of this Agreement, and (iii) the Servicer shall service and administer the Mezzanine A Loan act on behalf of the Participation Holders in accordance with the Servicing Standard, taking into account the interests of the Participation Holders; but in all cases recognizing the fact that Participation B is subject and subordinate to Participation A in accordance with the terms of this Agreement. Each Participation Holder agrees that the Servicer, to the extent consistent with the terms of this Agreement and subject to Section 19, ) shall have the sole and exclusive authority with respect to the administration of, and exercise of all rights and remedies with respect to, the Mezzanine A Mortgage Loan (except with respect to the funding of Future Advances pursuant to Section 17 and as otherwise provided in granted under this Agreement or the Servicing Agreement), including, without limitation, the sole and exclusive authority to (i) to modify or waive any of the terms of the Mezzanine A Mortgage Loan Documents, (ii) to consent to any action or failure to act by the Mezzanine A Mortgage Loan Borrower or any party to the Mezzanine A Mortgage Loan Documents, (iii) to vote all claims with respect to the Mezzanine A Mortgage Loan in any bankruptcy, insolvency or other similar proceedings and (iv) to take legal action to enforce or protect the Holders’ interests with respect to the Mezzanine A Mortgage Loan or to refrain from exercising any powers or rights under the Mezzanine A Mortgage Loan Documents, including the right at any time to call declare or waive any Events of Default, or accelerate or refrain from accelerating the Mezzanine A Mortgage Loan or institute any foreclosure action, foreclosure sale, sale by power of sale or acceptance of a transfer or assignment in lieu of foreclosure, and in each case, acting in accordance with the Servicing Standard and subject to the terms and conditions of this Agreement. No Participation Holder , including, without limitation, Section 20 hereof, the Note B Holders shall not have any voting, consent or other rights whatsoever with respect to the Servicer’s administration of, or exercise of its rights and remedies with respect to, the Mezzanine Mortgage Loan on behalf of the Note A Holder. Subject to the terms and conditions of the Servicing Agreement, and subject to the terms and conditions of Section 10(b) hereof, the Servicer on behalf of the Note A Holder shall have the sole and exclusive authority to make servicing advances with respect to the Mortgage Loan, except . Except as otherwise provided in this Agreement. Each , each Note B Holder agrees that it shall have no right to, and hereby presently and irrevocably assigns and conveys to the Servicer (acting or other party entitled in accordance with the Servicing Agreement to act on behalf of the Participation Holders), the rights, if any, that such Participation Holder has (iA) to declare or cause the Note A Holder or the Servicer to declare an Event of Default under the Mezzanine A Mortgage Loan, (iiB) to exercise any remedies with respect to the Mezzanine A LoanMortgage Loan or the Mortgage Loan Borrower, including, without limitation, filing or causing the Note A Holder or the Servicer to file any bankruptcy petition against the Mezzanine A Mortgage Loan Borrower or (iiiC) to vote any claims with respect to the Mezzanine A Mortgage Loan in any bankruptcy, insolvency or similar type of proceeding of the Mezzanine A Mortgage Loan Borrower, provided, that the foregoing shall not be construed to contravene the rights of the Participation Holders under Section 19. Each Participation Note B Holder shall, from time to time, execute such documents as the Note A Holder or the Servicer shall reasonably request to evidence such assignment with respect to the rights described in clause (iii) of the preceding sentencefirst sentence in this Section 19(a). Each Note B Holder acknowledges that the Servicer on behalf of Note A Holder may in its sole discretion (subject to the terms of this Agreement, the Mortgage Loan Documents, and the Servicing Agreement) exercise, or omit to exercise, any rights that the Servicer on behalf of Note A Holder may have under this Agreement or the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holders, and that the Servicer on behalf of Note A Holder shall have no liability whatsoever to the Note B Holders (or a servicer on its behalf), other than as set forth in Section 9 hereof, in connection with exercise of rights by the Servicer on behalf of the Note A Holder or any omission by the Servicer on behalf of the Note A Holder to exercise such rights. The foregoing provisions of this Section 19(a) shall not limit the rights of a Note B Holder hereunder, or the right of a Note B Holder or any Affiliate thereof to be the Special Servicer or the right of the Note B-1 Holder to exercise its rights as Controlling Holder under this Agreement or Controlling Holder under the Servicing Agreement. Each Note B Holder expressly and irrevocably waives for itself and any Person claiming through or under such Holder any and all rights that it may have under Section 1315 of the New York Real Property Actions and Proceedings Law or the provisions of any similar law that purports to give a junior noteholder, mortgagee or loan participant the right to initiate any loan enforcement or foreclosure proceedings. (b) Notwithstanding anything to the contrary contained herein, the exercise by the Note A Holder (or the Servicer or the Trustee on its behalf) of its rights under this Section 19 shall be subject in all respects to any section of the Servicing Agreement governing REMIC administration, and in no event shall the Note A Holder (or the Servicer or the Trustee on its behalf) be permitted to take any action or refrain from taking any action which would violate the laws of any applicable jurisdiction, breach the Mezzanine A Mortgage Loan Documents, Documents or be inconsistent with the Servicing Standard or violate any other provisions of the Servicing Agreement, the Intercreditor Agreement or this Agreement or cause the arrangement evidenced hereby not to be treated as a “grantor trust” for federal income tax purposes. (c) The Note A Holder (or the Servicer or the Trustee on its behalf) shall exercise such rights and powers described in this Section 19 on the understanding that the Note A Holder (or the Servicer or the Trustee on its behalf) shall administer the Mortgage Loan in a manner consistent with the Servicing Agreement and this Agreement. Without limiting the generality of the foregoing, the Note A Holder (or the Servicer or the Trustee on its behalf) may rely on the advice of legal counsel, accountants and other experts (including those retained by the Mortgage Loan Borrower) and upon any written communication or telephone conversation which the Note A Holder or such Servicer or Trustee believes to be genuine and correct or to have been signed, sent or made by the proper Person. (d) Upon the Mortgage Loan becoming a Defaulted Mortgage Loan, the Note A Holder (or the Special Servicer acting on behalf of the Note A Holder) shall have the authority to sell Note A (and, if a Note B Holder consents to the inclusion of its related Subordinate Note in such a sale as described below, the related Subordinate Note) together in accordance with the terms of the Note A PSA. Each Note B Holder (if such Note B Holder has consented to the inclusion of its Subordinate Note in such a sale as described below) hereby appoints the Note A Holder as its agent, and grants to the Note A Holder an irrevocable power of attorney coupled with an interest, and its proxy, for the purpose of soliciting and accepting offers for and consummating the sale of its Subordinate Note. Each Note B Holder (if such Note B Holder has consented to the inclusion of its Subordinate Note in such a sale as described below) agrees that, upon the request of the Note A Holder (or the Special Servicer acting on behalf of the Note A Holder), such Note Holder shall execute and deliver to or at the direction of Note A Holder (or the Special Servicer acting on behalf of the Note A Holder) such powers of attorney or other instruments as the Note A Holder (or the Special Servicer acting on behalf of the Note A Holder) may reasonably request to better assure and evidence the foregoing appointment and grant, in each case promptly following request, and shall deliver any related original documentation evidencing its Note (endorsed in blank if necessary) to or at the direction of the Note A Holder (or the Special Servicer acting on behalf of the Note A Holder) in connection with the consummation of any such sale. Any Subordinate Note shall be included in such an offer and sale only if the related Note B Holder affirmatively consents in writing thereto not later than sixty (60) days following the Purchase Option Notice described in Section 10(a).

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

Exercise of Remedies by the Servicer. (a) Each Participation Holder acknowledges that, subject Subject to the terms of this AgreementAgreement including, (i) the Servicer may exercise or refrain from exercising any rights that the Participation A Holder may have hereunder in a manner that may be adverse to the interests of the Participation B Holderwithout limitation, so long as such actions are in accordance with Section 15, and the Servicing Standard, (ii) the Servicer shall not have any liability whatsoever to any Participation Holder as a result of the Servicer’s exercise of such rights or any omission to exercise such rights, except as expressly provided herein or for acts or omissions that are taken or omitted to be taken by the Servicer that constitute the negligence or willful misconduct of the Servicer or a breach of this Agreement, and (iii) the Servicer shall service and administer the Mezzanine A Loan on behalf of the Participation Holders in accordance with the Servicing Standard, taking into account the interests of the Participation Holders; but in all cases recognizing the fact that Participation B is subject and subordinate to Participation A in accordance with the terms of this Agreement. Each Participation Holder agrees that the Servicer, to the extent consistent with the terms of this Agreement and subject to Section 19the rights and consents, where required, of the Participation A-2 Holder, the Participation A-1 Holder (or the Servicer on its behalf) shall have the sole and exclusive authority with respect to the administration of, and exercise of rights and remedies with respect to, the Mezzanine A Loan (except with respect to the funding of Future Advances pursuant to Section 17 and as otherwise provided in this Agreement or the Servicing Agreement)Loan, including, without limitation, the sole and exclusive authority to (i) to modify or waive any of the terms of the Mezzanine A Loan Documents, (ii) to consent to any action or failure to act by the Mezzanine A Borrower or any party to the Mezzanine A Loan Documents, (iii) to vote all claims with respect to the Mezzanine A Loan in any bankruptcy, insolvency or other similar proceedings and (iv) to take legal action to enforce or protect the Holders’ interests with respect to the Mezzanine A Loan or to refrain from exercising any powers or rights under the Mezzanine A Loan Documents, including the right at any time to call or waive any Events of Default, or accelerate or refrain from accelerating the Mezzanine A Loan or institute any foreclosure action, foreclosure sale, sale by power of sale or acceptance of a transfer or assignment in lieu of foreclosure, and in each case, acting in accordance with the Servicing Standard and the terms of this Agreement. No Participation Holder Holders shall have any no voting, consent or other rights whatsoever with respect to the Servicer’s administration of, or exercise of its rights and remedies with respect to, the Mezzanine A Loan, except . Except as otherwise provided in this Agreement. Each , each Holder agrees that it shall have no right to, and hereby presently and irrevocably assigns and conveys to the Participation A-1 Holder (or the Servicer (acting on behalf of the Participation Holders), its behalf) the rights, if any, that such Participation Holder has to (iA) to declare call or cause the Servicer to declare call an Event of Default under the Mezzanine A Loan, or (iiB) to exercise any remedies with respect to the Mezzanine A LoanLoan or the Borrower, including, without limitation, filing or causing the Lead Participation Holder or such Servicer to file any bankruptcy petition against the Mezzanine A Borrower or (iii) to vote any claims with respect to the Mezzanine A Loan in any bankruptcy, insolvency or similar type of proceeding of the Mezzanine A Borrower, provided, that the foregoing shall not be construed to contravene the rights of the Participation Holders under Section 19. Each Participation Holder shall, from time to time, execute such documents as the any Servicer shall reasonably request require to evidence such assignment with respect to the rights described in clause (iii) of the preceding sentencefirst sentence in this Section 14(a). (b) Notwithstanding anything The Lead Servicer and the Trustee of the Lead Securitization shall not have any fiduciary duty to the contrary contained herein, Non-Lead Participation Holders in no event shall connection with the Servicer be permitted to take any action or refrain from taking any action which would violate the laws administration of any applicable jurisdiction, breach the Mezzanine A Loan Documents, or be inconsistent (but the foregoing shall not relieve the Lead Servicer and the Trustee of the Lead Securitization from their respective obligation under the Servicing Agreement to make any disbursement of funds as set forth herein and to act in according with the Servicing Standard or violate any other provisions of the Servicing Agreement, the Intercreditor Agreement or this AgreementStandard).